Spiderman: A New Story
by boboo3
Summary: This is an AU story of Spiderman. Where it starts with how it normally would start in the comics, but then huge twist happens around when Uncle Ben dies changing the rest of the story quite a bit. CouplesPeterGwen HarryLiz MJit's a secret
1. In the Beginning

Disclaimer: I do not own Spider-man or any marvel related characters.

Chapter 1: In the Beginning

His name was Peter Parker. He was an average everyday 15 year-old. People made fun of him in school and he was always the victim in pranks. He had short brown hair, he had hazel eyes, and also he wore glasses. Peter had an aptitude with science and math.

He lived in a small house in Queens. But what was not ordinary about Peter was he is parentless. He lives with his Aunt May and Uncle Ben. His whole family is very poor; he was never given the same life many people his age have had.

But Peter got a chance that most people on the face of the planet would want and he abused it…

At his home…

Peter had woken up to the loud beeping of his alarm and stared at the roof he immediately thought, 'I wonder how my experiment is going.'

He walked over to a couple of beakers containing different chemicals. In the middle was a mixture of the chemicals, 'No progress.' He thought to himself.

The combination was a white color, and it was a liquid. Then he continued with his thought progress, 'If I am ever going to create this adhesive then it should be now, I need to help out my family somehow.'

Repeating this thought he walked down the stairs to eat breakfast, he then said as he reached the bottom stair "Good morning Aunt May, Uncle Ben!"

"Good morning Peter, come over here," said Uncle Ben.

Uncle Ben handed him a plate, "Eat up Peter!"

"What about you Uncle Ben?" he asked.

"I'll eat at work Peter I'm fine," he responded.

Then Aunt May walked over, and preceded to hug Peter, "It's okay Peter we'll eat later."

Both Aunt May and Uncle Ben had gray hair, and blue eyes. They looked at him.

Then he ate.

"Well head off to school Peter," said Aunt May.

"Bye," he said briefly and left.

Later on at school…

"Today we will be visiting the Oscorp Laboratories, so be on your best behavior while representing the school!" said the Teacher of Peter's science class. Dr. Curt Connors.

He was probably one of the only people in the school that respected Peter, except for Harry of course. Harry Osbourne happened to be his only and best friend at his age another was Mary Jane his redheaded next-door neighbor. But whom Peter was thinking about was Gwen Stacy, she was the most beautiful person in his class. But since everyone picked on him, it was unlikely to happen.

He stared at the back of her head it was a nice shade of blonde.

Then Dr. Connors interrupted his thoughts, "PETER, we don't want our best pupil staring off into space do we?"

"No Dr. Connors I was thinking about what would make my adhesive I have been working on, well work," he lied, he hated lying to people who respected him.

"Well it's time to go class, leave your things here you can pick them up when you get back," said Dr. Connors.

Harry walked over to Peter and said in a mocking tone, "Peter we don't want our star pupil staring off into space!"

"Harry…" responded Peter.

"I'm just kidding Peter it's fine," he replied, "In fact I wasn't paying attention either, hope you will enjoy the visit to my family's company."

One other thing was Harry was a lot richer than Peter. But, Peter never let that bug him.

Then Mary Jane ran over to Peter and Harry, "Hey guys! We had better get going."

She smiled at Peter and they walked out of the door. Soon they caught up with the class, who had just arrived at the bus pick up area. There was two buses, Peter, Harry, and Mary Jane all got in the same bus.

But, it was a bad idea; Flash Thompson and Kong were on the bus. Then Flash yelled to Peter, "Hey Puny Parker why don't you come sit next to your old pal Flash!"

They immediately got to the back of the bus and sat down.

"Peter you would think a target was on the back of your head huh?" simply stated Harry.

"Yeah you would," said Peter in a very out-there voice.

"Seriously, Flash needs to grow up," said MJ.

Several minutes later…

Dr. Curt Connors stood up, "Class we are here at the Oscorp Laboratories, don't touch anything unless given permission!"

Then everyone filed off of the bus in about two seconds. They definitely wanted to get off.

"Might I introduce you to a good friend of mine…Norman Osbourne!" exclaimed Dr. Curt Connors.

"No need Connors, I am going to be off, I'm sure one of the tour guides will show you around," said Norman, his figure was menacing and he was wearing a business suit.

He walked away from the class and got in a helicopter. The helicopter took off flying to some destination that was unknown to both Dr. Connors and the class. They stood there for a few seconds until a tour guide walked over and said, "Dr. Connors class this way."

She started walking towards the laboratories, the class and Connors followed. They walked through a few sections until they came upon a section that held all of the successes.

"Dr. Herman Schultz here has invented a machine to help with demolition," said the Tour guide.

He was wearing metal boots and gloves that looked very technical. He was shooting some sort of sound wave at the huge rock used for practice.

The rock shook a bit and then shattered. He had a helmet of some sort on so it was hard to see him, but he was built like a weightlifter, and wore the trademark lab coat of Oscorp.

Then Dr. Schultz walked over, "These machines on my arms and legs will be used for demolition in the future, the ones on my arms destroy the building, and the ones on my legs shatter the remainder on the floor, they also can propel me into the sky."

"Well let's not keep Mr. Schulz off his work," said the Tour guide.

Herman turned around and blasted another rock, by pressing a button on his high tech gear; it covered most of his arm. The rubble scattered, he disintegrated it by pressing a button on one of his arms.

They came over to another station; a man with Octopus like arms was working on a machine. The octopus arms were made of metal and were on a harness attached around his waist. Each arm would transform into the right tool for each thing he did. He was also multi-tasking. His human arms were writing on paper.

"This is Doctor Otto Octavius, one of the most promising scientists here," said the tour guide.

"Finished!" exclaimed Doctor Octavius with delight.

"Otto what are you working on today?" asked Harry.

"It's a beam that fires energy that will pass through organisms not harming them but walls, and non-organic things will be vaporized as long as it is a target," said the Doctor he wore sunglasses and had brown hair. He was on the chubbier side, and was wearing a lab coat.

"In the future it will be used for police work, undercover work in war, and to enter buildings without alarming people," said the Doctor, "It fires an energy, but it doesn't harm organisms…a test is in order isn't it?"

One of his metal arms grabbed a jar, its three pincers holding on to it without it shattering. The jar contained a spider.

"These arms are for more delicate work my clumsy human arms can't do, they are resistant to very high temperatures, magnetic energy, and electrical energy," said Dr. Octavius, "They are controlled telepathically using the chip on the back of my neck."

He pointed it out, "I can take it off any time, to stop using the arms."

He grabbed the lid of the jar and unscrewed it with a human arm the metallic arm came over the top and transformed so it had two pincers.

"The reason they transform is a technology I developed nano technology it is a adapting technology, it will adapt to the tool I need when I think about it," he stated.

The two pincered metal arm picked up the spider and set it on a chunk of metal, "Now to aim it."

One of his other arms was setting up the beam and aiming it at the metal behind the spider. The beam was ready.

Then Peter raised his hand.

"Yes?" asked the Doctor.

"Doctor Octavius Are you sure this energy is stable?" asked Peter.

"Don't worry it is quite stable," said Otto.

Then the arm setting up the controls lost the pincers and pressed the button to fire. As soon as the button was pressed it reverted.

The beam fired it hit the spider, and seemingly did nothing. The metal behind it disintegrated. Then the spider hopped away unnoticed.

"A success!" yelled Dr. Connors.

"Truly magnificient," applauded Herman. He had seen the demonstration from his station.

"Thank you," smiled Doctor Octavius.

They moved on to the next station, which was a man working on a robot of some sort.

Peter was a little distracted he was thinking about the spider, and what might have happened.

Where the spider was…

It had made it to the roof of the next station very fast, and then started to lower itself down on a web. Peter moved right where the spider was going to land. It landed on his shoulder and crawled down very quickly. The spider was unnoticed by everyone. Then it got to his hand and sat for a moment.

The spider needed something to sustain itself. It bit into Peter!

"AAAAHHHH!" yelled Peter and he fell to the floor. He went unconscious.

Flash, and Kong were laughing at him as his eyes closed…

Next Chapter: Power


	2. Power

Disclaimer: I do not own Spider-man or any Marvel related things

Chapter 2: Power

Peter awoke in a hospital several hours later. Dr. Otto Octavius stood there looking at Peter, "Ahh you have awaken Mr. Parker!"

Aunt May and Uncle Ben stood on the other side of the bed. They both had good expressions on their faces.

"Otto here was kind enough to pay for the bills," said Uncle Ben.

"Anything to help," he said. He was still wearing the sunglasses but the tentacles were absent, "I didn't listen to the boy, he said the effects of the ray might have been terrible."

"He was right the ray increased the spider's venom amount," said Otto, "We are lucky he wasn't hurt!"

"Well Dr. Octavius, we couldn't thank you enough," said Aunt May.

"It is not a problem, but I must get back to work on that beam," he said. He left the room.

"Peter you have to be more careful," said Aunt May, "We can't stand to lose you!"

"But I feel fine," said Peter, "In fact I feel better."

"Well let's get out of here," said Uncle Ben, "What do you two say to going out to dinner."

They both nodded and left the hospital…

The next morning…

Peter got up and checked on his adhesive. He stood for a moment and thought. It was a weekend so he was staying home today so he had time.

An idea burst into his head!

He grabbed a watch, and a few other items and started working.

Several hours later…

He built a mechanism with a nozzle on the end and poured a new chemical into the adhesive. It reacted in a weird way but remained liquid. He poured it into a beaker, and inserted it into his machine. He strapped the machines to his wrists. Then he put his ring finger and middle finger onto a trigger.

A substance shot out and stuck to the wall.

"Wow," he exclaimed.

'This substance should dissolve by a hour,' he thought, 'I don't know what I am going to use this for, but it's a very sticky substance, strong, and its not sticky enough where my hand gets stuck. But its strong enough that the end keeps onto the wall no matter how hard I pull.'

He walked outside to test these wrist devices out. He aimed for the top of the roof and fired. It stuck on. Then he grabbed it and climbed up. He climbed up much faster than he would on the rope in gym. But all of a sudden when he almost reached the top it snapped!

He reached out with his hand to the side of the building it caught. He smacked the house with his other hand. He was stuck to the wall. Then he put his feet up they stuck too. Then he climbed up and stood on the top of the house.

"Woah," he said out loud not even realizing it. He looked at the next house over. He had this sudden feeling if he jumped he would make it.

He leaped over, he landed crossing an amazing distance, 'This can't be right…that spider did something to me!'

Then he jumped to the next, he soon landed on one in front of a tall building. He stared straight up.

He aimed a wrist device at the top of the building. He pressed the trigger and he jumped. He was swinging from the thread and it never snapped!

He swung very fast and then a buzzing noise went through his head. He smacked into the building. He fell to the ground next to a guy at a fruit stand.

"What the hell do you think your doing!" he yelled.

"Umm…trapeze?" he asked.

"Get out of my site!" he said.

Then Peter walked back to his house deciding not to try that again. When he arrived home he sat down and watched some television.

The man on the television was a man wearing a harness and wings of some sort.

"One day flying will be common technology used for all!" said the man, "I Adrian Toomes represent Oscorp, and here we make miracles happen."

"Thank you Dr. Toomes, now for weather," said a anchorman on the news channel.

Than Peter shut it off, "Sometimes everyone is a crack pot."

He was thinking about Toomes the idea was shot out of his head immediately.

"Peter I'm home!" yelled Aunt May.

"Hi Aunt May," he said.

"Well it's time for dinner Peter I hope you didn't eat too much," she said.

"Well…no," he thought back he didn't eat at all that morning.

Then Uncle Ben walked in, "Let's get cookin' everyone!"

Soon it was a school day again…

Peter had to chase the bus this time. He caught up when it got to its next stop and got on. But other than that his recent discovery kept him happy.

Later on at lunch…

He was eating, when all of a sudden he felt like something was coming. He turned around it was a bowl of pudding. He ducked caught it in mid-air and threw it back.

It hit Flash in the face!

"FOOD FIGHT!" yelled Kong he picked up his plate of food and threw it.

Soon Flash ran over to Peter and lifted him up by his shirt, "Today after school you're going to die!"

After school…

Kong and Flash were standing out by a fenced area. Peter came over there and stood.

Flash started throwing punches; the buzzing kept happening in Peter's head he would simply dodge each punch after each buzz happened.

Peter was finally tired of this and blocked a punch made by Flash. He caught his fist, and felt several bones shatter in Flash's hand.

"Parker why did you do that!" yelled Flash.

Several Days later…

"Those horrible Thompson's are making us pay for their kids bill," said Uncle Ben, "Peter please never do this sort of thing again, you're already suspended."

"Sorry Uncle Ben," he said.

"I hope you'll learn a lesson from this," said Aunt May, "We have to leave."

They left and then Peter walked over to the couch and sat down.

The television was on and it was the news again, "There is a man wanted by the police but his location is unknown, if you bring this man in the police will award you with three thousand dollars."

"Here is his picture, he goes by Crusher Hogan, I repeat Crusher Hogan, if you see this man report to the police, or if you have the equipment to do so bring him in!"

Peter stood up and ran to his room. He put on a ski mask over his glasses. It was red and black. He then strapped on his web shooters and ran down stairs.

"Crusher Hogan was last seen…" said the Anchorman

He listened then ran out of the door hopping from house to house. He was starting to get the hang of it. Then he decided to try out the web swinging again. He aimed fired and swung from the thread, he aimed another fired and let go of the other.

He got the hang of it and now was traveling faster than any of the cars below. He soon arrived in front of a wrestling arena. He landed and walked in.

He came over to the clerk, "Is there a Crusher Hogan here?"

"Yes," she said.

He ran in and saw him in the middle of a match. Then he jumped between them and started punching Crusher Hogan. He then shot some webbing at him tying him up.

"The winner is some guy in a ski mask?" questioned the announcer.

Then the referee exclaimed, "The Amazing Spider-man!"

He raised Peter's hand before he could run off.

Everyone was cheering and yelling at him.

They chanted, "Spider-man!"

"Ummm…thanks?" Peter questioned, he picked up Crusher Hogan and hopped out of the arena. He ran to the door.

There was someone else at the desk, "Yo, Spider-man!"

"What?" he asked again, it had to be the weirdest experience he has had before.

"Can you come back here one Friday?" he asked, "Face the Bonesaw?"

"Why?" he asked.

"There will be money," he stated.

"You know what okay!" he said as he ran.

He shot a web and swung towards the station. He arrived about five minutes later.

He walked over to the guy at the front, "I have Crusher Hogan!"

"Hey I just watched you on the wrestling match!" he said.

"Didn't you know he was a villain?" asked Peter.

"No…wait a second," said the guy.

"So reward money?" he asked.

"At ease officer I'll take care of it," it was a woman her badge said, 'Jeane De' Wolfe.'

"Here's your money," she said, "I suspected you wanted cash because you have a mask over your face."

"Yeah…"

"So Spider-man huh? I'm Jeane De' Wolfe!" she said.

"Umm…Spider-man?" he said, "Thanks for the money."

"You bet makes our job easier," she said.

He ran outside of the door to swing home. He decided to call the devices web shooters. He launched a few webs and landed safely at home.

A show was on called Quentin Beck the Failed at Hollywood.

"Quentin Beck was washed out of Hollywood, and now he is not much anymore," said the guy, "He is working a minimum wage job, also lives off of his remaining money from showbiz, and he refuses to sell any of his special effects equipment!"

He shut it off immediately.

Then Uncle Ben and Aunt May entered.

"Peter we're home!" yelled Aunt May.

Next Chapter: With Power Comes Great Responsibility


	3. With Power Comes Great Responsibility

Disclaimer: I do not own Spider-man or any marvel related things

Chapter 3: With Power Comes Great Responsibility

"Hi Aunt May, Hi Uncle Ben," said Peter.

"Peter let's go sit down in the kitchen," said Uncle Ben.

They walked over to the kitchen and sat down, "We got this letter."

He handed it to Peter.

It read, 'To the Parkers,

Enclosed in the letter is three thousand dollars. The reason the money is in there is because we believe it was unfair for the Thompson's to sue you. We would prefer you not mention this!

From,

School Board'

It was soon Friday already, and Peter was about to leave, "Uncle Ben, Aunt May, I'm leaving to Harry's house!"

"I'll take you Peter," said Uncle Ben. He walked over and clapped his hand to Peter's shoulder.

"You don't have to Ben," said Peter.

"I insist," he said.

They both got into his car then he drove off towards Norman Osbourne's mansion-like house.

They arrived and Peter was about to get out when Uncle Ben said, "Wait Peter, we need to talk man to man."

He sat back down, "What is it Uncle Ben?"

"Kids like this Flash Thompson," said Uncle Ben, "They may pick on you but, you should know better."

"We discussed this Uncle Ben!" he said.

"This is important Peter," said Uncle Ben, "You will meet many people in your life who abuse power, like this Flash Thompson. He is strong, so he uses it to pick on kids. Like many dictators mistreat their citizens. With great power comes great responsibility, you must remember that."

"I need to hurry!" he said cruelly.

He got out of the car and slammed the door. He pretended to head towards Harry's house but when he saw Uncle Ben leave he put on his ski mask and started swinging towards the wrestling arena.

He soon landed in front of the wrestling arena and walked in.

The man who asked him to come again said, "Spider-man, here's a new costume cause yours is no offense…. but horrible!"

He held out a red and blue costume that had black webbing marks on it. There were two spider insignias.

He walked over to the bathroom and changed. He put his clothes in a back pack he brought. He then walked out.

"I'm ready," he said.

"Go to the arena your challenger awaits," said the man.

He walked into the arena and saw a huge man with a skull insignia on his chest. But it was being sawed in half.

"I Bone Saw will crush Spider-man!" he yelled.

"Sure thing Bone Saw," said Peter.

The bell sounded off. Then Peter ran in for an upper cut. But Bone Saw hit him with a chair. He fell to the floor while Bone Saw kicked him. But then Spider-man leapt up and flipped backwards. He kicked Bone Saw once in the face and twice in the gut. He then punched him in the chest.

The referee came over, "One! Two! Three! Four! Five! Six!"

Then Bone Saw got back up and turned back to Peter. He dove at him. But Peter nimbly jumped on top of him and flipped off. He punched him three times in the back. Bone Saw fell to the floor.

"One! Two! Three! Four! Five! Six! Seven! Eight! Nine! Ten! Bone Saw loses Spider-man wins!" yelled the referee.

He raised Peter's hand everyone cheered for him.

Several minutes later…

He walked over to the man who had told him to come on Friday, "Where's my money!"

"Ummm…what money?" aksed the man, "We have to know who a guy is, and have a contract before we give out money."

"You said I would get money!" he said.

"Well in my deal with the company it says I have to know who a person is," he grinned.

"Fine keep it," he said.

He walked out of the door. Then a man wearing a cape, and some sort of fish bowl looking mask ran past him.

He heard him say from inside, "Give me all your money!"

"Okay, okay!" the man he talked to earlier said in a panicked voice.

Then this strange man in the cape, and fishbowl like costume ran outside past Peter.

The man from earlier ran outside next to Peter, "You could have stopped him!"

"Not my problem," he said. Then he walked off.

He found a place to change into his normal clothes and walked over to Harry's house. He soon arrived at Harry's house and saw a circle of people around something. He ran over, "What's going on!"

"An old man was murdered," said Someone.

Peter pushed people out of the way and arrived at the scene. It was Uncle Ben, "Uncle Ben! No Uncle Ben!"

He burst into tears and dropped to his knees.

He heard an officer say, "The man was wearing a bowl on his head and he had a cape. He is armed and deadly."

Then the radio responded, "He was seen heading towards the warehouses on-"

Peter listened to the rest and he rose to his feet. "That's it." He said.

He ran down an alleyway and started to put his new masked costume on. Soon he was swinging through the city. He came to the warehouses within minutes he saw a police force in front of one. So he landed on top of the warehouse.

He crawled in through a back window. He saw the man in the cape standing there he was mumbling, "Hollywood sellout huh? I'll show them I'll show all of them! I Mysterio will rule!"

"You killed my Uncle Ben!" yelled Peter he shot some webs at Mysterio.

He dove out of the way and dropped a smoke bomb. The room was cloudy, Peter's head kept buzzing and he would jump or leap sideways to move. Mysterio, seemed to be able to see through the smoke, because he never kept Peter's head from buzzing.

Then the smoke cleared Mysterio dropped a cube, that shot out projections of Mysterio.

It was hard to figure out which one was which, but he turned and punched one. It was the real Mysterio, he punched him four more times before Mysterio reacted. Mysterio, pull out a ball and threw it at Peter it opened into a net and captured Peter.

Peter stretched with all of his strength the net ripped in two, and he refocused his attack on Mysterio. He smacked the gun out of his hand and kick his helmet off.

"Don't hurt me!" he pleads.

Peter picked up the gun, "You didn't give Uncle Ben mercy."

He fired the gun…

Next Chapter: Misused Power


	4. Misused Power

Disclaimer: I do not own Spider-man or any Marvel related things.

Chapter 4: Misused Power

Several Months Later…

To this day Peter regretted shooting Quentin Beck, and not stopping him at the arena. It haunts his dreams, and his waking moments. But, he always remembered Uncle Ben's warning words, 'With Great Power Comes Great Responsibility.'

He abused it, and he misused his powers. Now Peter fights crime for the common people under his alternate identity…Spider-man!

"Help someone stole my purse!" yelled an old woman.

There was a man in black running away from her. Then Spider-man replied, "I'll get it for you!"

He shot several webs at the man in back. One hit his foot he tripped. Then Spider-man landed next to him.

"No don't Spider-man!" he yelled. Then Peter socked him in the face. The man fell unconscious.

He picked up the purse and brought it back to the old lady, "Here you are ma'am!"

"Thanks Spooder Man," she said.

Peter gave a quizzical look and swung away on a web. He did a couple flips and landed in an alley near by his house. He changed to street clothes and walked home.

"Peter your home! You had me worried, with people like this Spider-man running around," she said.

"It's fine May," he said.

At the Oscorp Laboratories…

Herman was putting on his gear. He finished putting it on and said; "There is more that one use for these babies!"

He walked out of the building and pressed a button on the arm. The boots started shooting powerful sound waves, but in a localized area. He flew into the air.

"Let's go to the bank," he grinned to himself.

Herman flew down on top of a building. He pressed a few buttons on his arm gear, a screen appeared on it.

"The money should be here," he said pointing at the screen. He aimed an arm gadget at the roof and shot.

It opened up he flew in and grabbed a few bags of money.

He launched out…

The Next Day…

"A man everyone is calling The Shocker has been robbing banks," said the newscaster, "He wears a helmet of some sort so no one knows who he is, if you have any information call the police."

'This guy must have stolen Dr. Schultz machinery,' thought Peter as he passed by the television.

He walked outside and strapped on his web shooters. He started to swing to school. But now he was being discreet keeping out of site from people and vehicles.

He got to school and took off his shooters. He stuffed them into his backpack and walked in. Flash was walking around with his cast on, accompanied by Kong, and a few other kids.

Harry, and MJ walked over.

"Hey Peter we better head to class, Connors will be pissed if we don't," said Harry.

They walked to Dr. Connors class. They arrived in class, and sat down in the back.

"Okay class I want you to continue writing your paper about the outbursts of technology as of recent," said Dr. Connors, "I hope to see some about the Oscorp Laboratories."

Later on after school…

Peter was swinging home, 'That paper sure was hard but I finished.'

He was in his Spider-man costume as to get his crime fighting of the day done. He did a few flips and some amazing acrobatics. But as he swung he saw a man on the roof of a bank, 'That Shocker Guy' he though.

He shot a web in that direction and zoomed at him. He landed on the ground next to him, "Stop there Shocker!"

"Spider-man!" he yelled.

The voice sounded familiar to Peter but he couldn't put a finger on it. The man shot a sound wave at him, Peter got knocked backwards quite a ways.

Then he flipped back onto his feet and jumped at Shocker, "Your name should be The Vibrator!"

He punched him in the face but the helmet kept Shocker from being harmed. But it did knock him on his back. Peter came in for another punch but Shocker raised a leg. He pressed a button on his arm.

The strong sound wave shot out and hit Peter. He was flipped into the air, Peter shot to webs to either side of Shocker and pulled in.

"Here's Johnny!" he exclaimed as he kicked Shocker in the gut.

Shocker was holding his stomach but he held out one arm, there was a trigger of some sort on it he pressed a button and pulled the trigger. Three Sound waves arced from the arm and hit Peter. He fell over.

Shocker ran over and pointed his arm to Peter's face, "Give me a reason not to!"

"Umm…I don't wear insulation?" said Peter he was looking at the insulated parts of his costume. Any part that was bare or right next to an arm or leg machine.

He grabbed Shockers helmet and ripped it off. Then he webbed his feet and arm machinery.

"Don't even try to shoot," said Peter, "That should blow it up."

Then he saw who it was, it was Herman Schultz.

"Dr. Schultz?" he questioned.

"Yeah its me," he said.

"How did you…how did you get permission to build these," he was looking at the webbed up Shockers.

"You know what?" he said, "I'm not telling!"

He spat at Spider-man's feet.

"Well if that's how you feel," said Peter.

He picked up Herman and started swinging to the police station. He landed out front and webbed Herman up a bit more. Then carried him inside.

"I have the Shocker," he said to the guy at the counter.

"Oh hey its Spider-man again," he laughed, "Hand 'im over to Jeane De' Wolfe."

Then Jeane De' Wolfe walked over, "Thanks Spider-man, we had no leads on this Shocker fellow."

She removed the Shocker gear and cuffed him, "You can go on ahead webhead."

Then Peter left and swung away.

Then officer De' Wolfe brought Shocker into an interrogation room.

"How did you get away with these crimes?" asked Officer De' Wolfe.

"I said the purpose of the project was for a demolition assistance tool," said Herman Schultz, "But I in reality built the equipment for bank robberies."

"That's all I needed to hear," said Officer De' Wolfe, "Take him away!"

Back at the Parker household…

Peter landed out behind the house. He changed into street clothes and walked in.

"Peter, I wish you would get home earlier," said Aunt May.

"I'll try Aunt May," he said and he looked over to the clock it said '7:24'

At the Oscorp Laboratories…

Dr. Octavius was working on his machine that should pass through organisms and harm unorganic objects. He set it up to aim, and he set another spider in the path of the beam, with a metal arm. He started it up and it started to countdown to firing.

But the spider leapt out of the way. He ran over to pick it up but the beam fired and he was struck. He fell unconscious; little did he know something very strange was happening to him.

The arms fused to him in more than one way!

Next Chapter: In Midflight!


	5. In MidFlight

Disclaimer: I do not own Spider-man or any marvel related things

I'm proud of this whole part below!

Chapter 5: In Mid-flight

At Adrian Toomes work station in Oscorp…

"I have perfected it!" he exclaimed.

He was levitating off of the floor, "Now to test the wings!"

He pressed a button on the harness and he landed on the floor. He walked over to a pair of wings. He hooked the wings to the back of the harness. The wings were all metal with individual metal feathers. There was a handle on each wing's joint. The handle's could turn to fold the wings in and out. He turned it one way and they folded out.

Adrian Toomes was a bald man, he had brown eyes, and also he was very old looking. He started to put green armor of his harness and other parts of his body. Soon his armor was completely on.

"Time for the last test!" he said.

He climbed up a ladder leading to a sort of porch sticking from the wall. It was a dark night, perfect for the test. He jumped from the porch. He turned the handle and the wings spread. He glided but he quickly press the anti gravity button on his armor. Now he had perfect control of his flight. The night vision goggles he had on helped him see.

He took dives and swoops at the people below…many looked at him in awe.

He did aerial tricks; there were no bugs in this flight. Then he turned towards the museum. He lost any viewers by dipping into alleys. Then he pressed a button on his armor, the suit blended in with the background somewhat. He lowered himself to the top of the museum. He turned the cloak off. He locked the wing into a folded mode.

He started opening a hole with a metal feather. His other wing had a feather stabbed in the middle. He pulled out the concrete circle. He then aimed a wing into the building and pressed a button on the armor. A gas of some sort was spreading through the museum showing any infrareds lasers. He did some aerial acrobatics to avoid them and folded the wings. He was now levitating above a huge gem. He took a feather from a wing and cut the glass open. He used the other to poke through the glass to not alert everyone.

He then grabbed the gem replacing it with a clock. He folded out his wings and flew back the way he came from. He flew all over town until he came to a tall tower, 'The Vulture's nest.'

He though and he flew in and put the gem in a pile of gold and jewels.

"Test complete," he smiled, "Perfect!"

The next day at the Parker household…

"The cats-eye gem was stolen from a museum in New York City," said the reporter, "We have no clue who the suspect is, because the gas in the room fogged the cameras."

"Another robber?" asked Peter to himself, "They seem to be appearing all over the place."

"Peter you need to head to school," said Aunt May, "I am off to work."

"Okay Aunt May!" he yelled after her.

When she left he went outside and repeated his web swinging routine. Zipping from one web to the next. He arrived at school and took off his web shooters.

He walked inside and headed to Connors class.

"Today class we have a new student," said Dr. Connors, "Max Dillon."

He waved meekly and found a desk off to the corner. He was pretty shy and didn't speak much at all.

Then Harry said, "Hey Peter did you hear about that Herman Schultz guy that works for my dad is a crook?"

"No," Peter lied to throw off any suspicions.

"Well its been causing a bit of trouble for my dad," said Harry, "It's causing him to have a few troubles about who he hires…also recently Dr. Octavius left, seemingly with no reason."

"That's strange," said Peter he kind of liked the guy.

"Also he took all of his work with him, only his computer stuff is left," said Harry, "He took the beam and all."

"That's too bad," he said.

"It's like he fell off the face of the earth," Harry responded.

Then Peter was done talking. He turned around and admired Gwen Stacy a bit. He drifted off into space thinking about things.

At lunch time…

He sat with Harry and MJ, in their secluded corner and started talking about schoolwork. Also they were talking about going over to Harry's place one night. Flash and Kong walked over to make fun of Peter.

They soon leaved when they saw Max Dillon enter Flash said, "New kid!"

He had malicious grin on his face and walked over to Max Dillon and did a kick that connected with Max. He fell over to the ground and said, "One of these days it will be all of you cowering over me!"

"What was that?" asked Kong, "Wedgie?"

He gave Max a huge wedgie, and then they both walked away. Max went to sit in the corner and work on science homework.

He was quite good at it. In fact you could say he was a genius when it came to science and math. He was writing very fast on the paper. He then stood up and decided to go for a walk.

A storm started to move on to the school grounds. Soon it was getting out of hand lightning was striking and thunder was booming.

Five minutes later…

Max was walking under a power line when suddenly lightning struck the line and it snapped in half. One half hit him and he was shocked. He fell unconscious.

Several hours later…

He was in a hospital and his parents were there. They were trying to get out of paying the bill he saw. He looked at his hand it was sparking. He started to think about it and the sparks stopped.

'It must have been my imagination,' he thought.

On Peter's way home from school…

He was swinging through New York in his Spider-man costume when he caught a glint of something shiny. He looked up and saw a man with huge wings looked like a green bird. He was carrying a jewel of some sort. He realized it was the weird guy on the news. So he swung up to his altitude.

"I don't think that's yours!" he yelled to the birdman.

Adrian turned to him and waved a wing a sharp feather flew at him. The buzz went through Peter's head and he did an aerial flip to avoid it.

"Okay…so you're the burglar?" he asked.

Adrian launched another feather at him and Peter avoided it, "Spider-man I am much too busy to deal with the likes of you!"

"But come on!" said Spider-man, "I think you and I should spend some quality time together!"

He shot two webs one hit a wing the other missed. He threw Vulture somewhat off balance. Vulture press a button on his suit a round ball rolled out of the spot before the joint of his wing into his hand.

"I need to get this home so take my farewell present," he said.

He tossed the ball and Spider-man caught it. The buzzing happened, "Oh sh-"

He was caught off the ball exploded into a bright light blinding him. He started falling to the concrete below. He saved himself with a web trampoline. He then looked over to where Adrian last was.

"He got away," he said staring off in that direction.

He got back up and swung away from the spot.

He arrived home several minutes later…

"Everything just keeps going wrong for me," said Peter unhappily.

At the Dillon residence…

"What have I done," said the boy.

He was looking at his dead parents. But he soon realized something, 'For something good something must be paid.'

He looked at his hands. They were dancing with light blue sparks. He had electrocuted his parents. They sizzled on the ground while he stared at his hands.

He ran out of the door, "I'm not taking it anymore!"

Next Chapter: Frequent Flier Miles


	6. Frequent Flier Miles

Disclaimer: I do not own Spider-man or any marvel related things.

Chapter 6: Frequent Flier Miles

Peter was beating himself up for letting Adrian get away, 'I can't believe I let him get away…I have never let a villain escape before.'

He decided to go to bed and sleep it off.

The next morning…

"Peter wake up!" Aunt May was shaking him, "You slept in!"

Peter got up and grabbed his stuff. He quickly changed after Aunt May left the room. He strapped on his web shooters and ran down stairs. He ran out of the door and climbed up a wall. He shot a web to a building in front of him. He was zipping along the buildings he soon got to school. He practically ripped off his shooters and he ran inside.

"You're late Peter," said Dr. Connors he was looking at Peter as he ran in the door.

"Sorry Dr. Connors," he said.

"It's alright Peter," he said he liked Peter so he could easily forgive him.

Peter looked at him. He was missing his left arm, and had his lab coat folded over it. His brown hair cut short, "Sit down Peter."

Peter sat down next to Harry and MJ. They started to work on the homework together.

Max sat in the corner he was doing something weird with his hand. It was shooting small sparks, which he would reabsorb. No one noticed he was doing this because everyone ignored him.

At lunch…

'I am done with school,' thought Max, 'With powers like these who needs this?'

He vanished before the eyes of many into an electrical socket. He appeared on a power line. Then he created some sort of electrical circle he stepped on it and it made him fly away fast.

In the cafeteria…

Peter saw Max vanish he stared at the spot where he sat.

"Harry, MJ, I have to go cover for me in English class," he said.

He ran outside…

At the Vulture's Nest…

"My next target," Vulture said to himself. He was on a computer looking at a museum's contents. There was a large sapphire called 'The Parrot Sapphire.'

"The Parrot Sapphire," said Vulture.

He got up and put on his anti-gravity harness. He strapped on the wings, and then he started putting the armor on. He loaded his bomb slot and got his gas ready. He also replaced feathers.

He walked over to the edge of the wall there was a huge hole he could fly through. He looked back at the room. It looked like an actual nest there was a lot of shiny objects and some sort of rope like substance for a nest.

He jumped. He pressed the anti gravity button and he was off…

At Oscorp laboratories…

"Toomes, Schultz, and Octavius," said Norman, "Missing."

He was talking to a lab assistant of Toomes.

"Well get me their files," said Norman, "Make sure you get the plans for the Octopus Tentacles, the shocking units, and the anti-gravity Vulture suit."

"Yes sir," he said.

"If they are going to run," said Norman to himself, "I'll have to track them down."

He walked over to a computer and pulled up a file called, 'Glider.'

Where Peter was…

He was swinging around; he saw a flash of lightning. He turned he saw a trail of electricity. He followed it as it started to disappear. He turned a corner and he saw Max he was turned around.

"So the infamous Spider-man?" he asked.

Peter jumped to a wall, "Umm…the infamous Shocker rip off?"

"You are a bug compared to my might!" said Max, "I suggest you quit following me for I am Electro!"

"You made up that name all by yourself?" asked Peter, "How cute."

He shot some webs at him. Electro zapped each, Peter's head buzzed. He then launched a bolt at Spider-man. It connected and he lost his grip of the wall. He was also hurting quite a bit.

He nearly hit the floor so he launched a web. He started swinging. He looked above and Vulture was going the same way Electro was. So he decided to follow them.

He had followed them for a few minutes. Electro seemed to disappear into a power line. So Peter kept following Vulture.

Vulture saw Peter behind him and tossed a bomb backwards. It flashed and Peter fell a few yards before recovering in the air. He shot a web and continued swinging. Vulture fired a sharp metal feather back. Peter did a flip and his feet landed on the flat side of the feather. He then zipped across another thread.

"This should lose him," said Vulture he pressed a button on his suit and a small jet on the back of his armor fired.

He flew about twice as fast for about ten seconds then the gas ran out. He flew at the regular speed but lost Spider-man.

"I'll bet money he's heading to the museum," said Peter.

He sped up going the straightest path he could to the museum.

He arrived at the museum and he saw another hole, similar to the first robbery. So he sat and waited for a bit. It only took about two minutes for Vulture to zoom out of the hole again.

"Jeez why do you old geezers take so long," he said, "I need to go next."

He shot a few webs at Vulture. Vulture spun in a circle slicing all of the webs up. Then Electro appeared on the scene, "Now that I have power I should be able to take what I want!"

He rapidly launched bolts of electricity at each of them Peter dodged this one. Vulture got a blast of it.

But he stayed in the air. He had flipped to regain flight and then flapped his wings launching tons of metal feathers. Electro got hit by one feather in his shoulder and one whizzed by Peter.

He was scratched somewhat, right then Peter knew the battle could get deadly. So he decided to take out the hardest enemy first Electro.

He swung over to a water tower and he sat watching Vulture and Electro exchange blows. Than Electro noticed him he started to fly over. Vulture just noticed Peter as well and launched a feather. The sensation in Peter's head went off. He jumped away as the feather punctured the water tower. It flooded onto Electro and made him electrocute himself. He landed on the roof.

'Now Vulture,' he thought.

He jumped into the air to meet Vulture in battle, "So Vulture do you need an armor change? Some people as old as you make accidents nothing to be ashamed of!"

He made a swipe at Spider-man with a wing, "Die Spider-fool!"

"Time to take away your pride," he grinned as he webbed both ends of Vulture's wings with his right on his right, and his left on his left. He pulled it together, the wings ripped off.

Vulture was now floating, in his armored suit, "I may have lost my wings but I still have weapons!"

He grabbed a bomb from a compartment in his armor and tossed it. Peter webbed it and swung it three hundred and sixty degrees and let go. The bomb hit him in the head and blew up. It flashed a brilliant light and Vulture was blinded temporarily. He jumped onto the armor and pressed a button. The anti gravity turned off.

He crashed Vulture into the ground and started ripping the armor off. He then took his anti-gravity harness.

"A wingless bird," said Peter, "How helpless."

He webbed them both up.

Several minutes later…

They were both webbed on either side of the police department's door.

"Merry Christmas Jeane De' Wolfe," he laughed and webbed away from the police station.

Next Chapter: The Rampant Rhino


	7. Rampant Rhino

Disclaimer: I do not own Spider-man or any marvel related things.

Chapter 7: The Rampant Rhino

"Give him the formula!" yelled an old man.

A younger person restrained this huge man and injected a shot into him.

"If this works we can rid ourselves of Spider-man," it was a huge bald man in a nice suit. 

Then the restrained man's arm started to grow, and it started to turn gray. He grew a few feet taller and started gaining some more bulk. An odd object started to grow on his head it was a horn. He ripped the restrains off and stood up.

"So the Rhino," said the big bald man, "The human tank!"

The tall gray Rhino like man snorted at this, "What is my duties?" 

He said this in a heavy Russian accent.

"Kill Spider-man," said the fat man with a grin on his face.

Rhino walked down the stairs…

Several days later…

Peter was at a newspaper stand and there was a newspaper that said, 'Spider-man Burglar!'

It shows a picture of Peter sitting on the roof of the museum waiting for Vulture. He looks at the company it says, 'Daily Bugle.'

He then sees an ad in there for pictures of Spider-man, 'Easiest money ever.'

He runs into an alleyway and changes into his Spider-man costume. He then web swings out with a camera in hand.

A couple bums point at it then continue to look for nickels. Some people turn away from a street performer and watch in awe.

Spider-man swings out of the area. He then sets up his camera so it will go off on timer, on a roof. He swings towards the camera and it takes a few pictures. Feeling satisfied he heads towards the Daily Bugle. A man in a bug outfit flies by.

Then a man in a suit of armor follows him closely behind.

Peter catches up to the guy in the suit of armor, "If I am correct I believe the Bug Guy is the villain?"

"Ah, Spider-man I have awaited the moment we meet! The name's Tony Stark, Iron-man," he says as he shoots the guy in the bug outfit. He is knocked from the sky.

They both land on the ground.

"I have read all about your medical findings!" said Peter; "You made a life support suit that can be used in emergency situations."

"Well Spider-man if anyone should be impressed it's me, you inspired me to build a suit to help civilians," said Iron-man, "I have many models built for different occasions, the life support suit is just one."

"What did this guy do anyways?" asked Peter.

"He is Beetle he stole plans for a suit of armor he now knows how to make," said Iron-man, "But he can't get those supplies in jail."

Iron-man presses a button on his armor and Beetle is trapped in a force field. 

"Well, salutations Spider-man I'll help you when I can!" Iron-man flies towards the Stark Tower in the middle of town leaving Peter with the Beetle.

He punches the force field and it starts floating away, "Come back!"

He swings into the air and kicks it. It flies around bouncing off of things like a pinball. He shoots a web at it grabbing the field. He pulls it in and drags it to the police station.

"Here you go Captain Jeane De' Wolfe," He hits the force field landing it in a cell. The force field disappears leaving Beetle in the cell armor less.

"Spider-man we need to talk," said Captain Jeane De' Wolfe.

"Don't tell me we are going to have the 'talk!'" Spider-man replied. 

Captain Jeane De' Wolfe responds, "There is a man named Kingpin, the untouchable high lord of crime in this city. He is pretty upset with you taking out a few of his men to name one in particular…Mysterio. Also we believe Kingpin is going against a law preventing him from messing with humans in genetic experiments, I need you to find what he made and bring it here."

Peter looks down and says, "Why not Kingpin himself?"

"Well Spider-man Kingpin is like I said, untouchable," she says sadly, "He is the Kingpin of crime therefore it is hard to pin something on him, usually evidence is void in a confrontation with him. He will have one of his underlings take the blow."

"All right, any clue what this genetic mishap might look like?" asks Peter. 

"No, that's why we need you, keep fighting these super beings and your bound to find it," said the Captain in an understanding way, "The other Officers are getting a little cranky you better leave."

Peter leaps out of the window and shoots a web, 'Next stop the Daily Bugle!'

He shoots a web to an apartment building and pulls on it making him fly over it. He lands on the one ahead of it and leaps to another. While running he shoots a web to a higher building making him swing off of the building. He shoots at least ten or twenty more webs before finding the Bugle. 

He expertly makes an acrobatic landing in an alleyway not far from the Bugle. He removes the costume and puts it in his bag. He puts on his street clothes and walks in the building holding the pictures. He walks up to a counter where a woman is sitting. The tag on her shirt reads 'Ms. Betty Brant.'

"Umm, Ms. Brant I heard J Johnah Jameson was looking for pictures of Spider-man…" Peter asks her.

"Correct what is your name so I can give a name when I call?" Ms. Brant replies in a very business-like voice. 

"Peter Parker."

Betty Brant picks up the phone and dials a number, "A Mr. Parker is here with pictures of Spider-man."

She sets down the phone, "He wants you to come right up!"

Peter walks over to the elevator and presses the UP button. Another, man walks over who has short brown hair, wears a lot of black, and has a beard. He is holding a file with a lot of papers sticking out.

"The names Phil Urich," he said holding out his hand.

"Peter Parker I'm here to deliver pictures to J Johnah Jameson," he replied.

"Oh, the Spider-man pictures, there is no way my Rhino story will make it front page now," he looked crest fallen, "But, don't worry I'll insure it will make it in the paper."

"Mr. Urich I have read many of your articles and I have always been impressed with the interesting things found in New York," said Peter.

"You can see the article before it is turned to trash or treasure by J Jonah," he hands Peter the article.

He reads the title stated, 'Rhino's, Birds of Prey, and Bug zappers.'

He starts reading the article, 'Lately there has been a sudden influx of mutants, super powered beings, and misused technology of sorts. Spider-man was there to counter most except certain cases where a man named Tony Stark flew in a shining suit of armor. Together these super heroes have captured robbers, murderers and common thieves like…Vulture, Electro, Shocker, Beetle, Mysterio, and Mandarin. 

Each of these have appeared within the last two to three weeks. To mention super heroes appearances are the most infamous Spider-man (real name unknown), Iron-man, and to a lesser extent Blade, and Deadpool (both are mercenaries who are unidentified.) 

The most recent was spotted by a civilian named Harry Osbourne son of the well known Norman Osbourne. He spotted a gray skinned hulking figure, he described it as Rhino like in appearance, it said one word to him in a heavy Russian accent, 'Spider-man.' 

We are convinced this Rhino man is connected to Spider-man in a way. Harry said that he seemed violent and uncaring of the destruction he caused. Let's hope that this man is but a peaceful giant.'

It had references at the bottom for short biographies of Tony Stark, Quentin Beck, and Adrian Toomes.

He handed the article back to Phil Urich with an awestruck expression on his face, 'The genetic experiment…might be this Rhino thing. Harry saw this? I'll have to ask him about it.'

"How was it?" Phil asks Peter as they get off the elevator and head toward J Jonah Jameson's office, "You believe the story right?" 

"Well if it came from Harry Osbourne, I believe it. Harry is a good friend of mine," Peter replied.

"J Jonah will not see it that way, it shows Spider-man in a positive light," says Urich in a response.

Before Peter could reply they arrived at the office.

"You can go first Peter I can wait," said Urich.

Peter steps into the office holding a stack of pictures. Each one containing different poses of Spider-man, even a few shown of him helping Iron-man with Beetle. J Johnah Jameson sits at the desk he had graying hair, a business suit, and a moustache. Robbie Robertson was standing, he was dark skinned, shaved nearly bald, and wore a business suit as well.

"What's this kid doing out get him out Robbie," yells J Jonah.

"I believe this was the Mr. Parker who had the pictures Jonah," Robbie says apologetically towards Peter.

"Well bring them here boy," said Jonah in an extremely rude tone.

Peter steps forward and drops a pile of pictures on the desk.

"Are you Spider-man's stalker or something?" he asks before Peter could reply he started sifting through the pictures saying which ones were bad and good. 

The ones with Iron-man and Spider-man were tossed aside immediately. He finally narrowed it down to about four to five pictures.

"One for tomorrow's paper, 'Spider-man: Do We Need Exterminators?'" He grins to himself and stores the pictures.

"Spider-man was saving lives though!" Peter exclaims.

"You take the pictures I make the paper got that hot shot?" Jonah replied.

"Yes sir," Peter mutters. 

"Good, now kid do you want a job? You seem to be the only guy who can get these pictures. The view points of the pictures are amazing too," Jonah says.

"Yeah, yeah I would like a job," Peter says in response.

"You'll work under the very Robbie Robertson!" says J Jonah as he lights a cigarette, "He too started out as a photographer for the paper, now he is a head honcho along with me."

"Okay Peter, I believe I have one empty office back here," Robbie says to Peter in a kind friendly way.

He gets Peter over to a cubicle near an office entitled Robbie Robertson, "There we are Peter you start tomorrow I'll have a few assignments for you, you should be able to get your check from Betty Brant."

Several minutes later on Peter's way out he picks up a check of five hundred dollars. He soon arrives home after swinging most of the way, at about four o' clock on a Saturday.

He walks in to say hello to Aunt May, he immediately hands her the check.

"Peter how did you come up with this money???" Aunt May nearly yells.

"I'm going to take photographs for the Daily Bugle now May, we can start getting things that we need," Peter hugs her tightly.

He visits with Aunt May for an hour or two more than starts swinging to Harry's house. He lands in an abandoned street nearby and finds a place to change.

He walks over to the front door and knocks. Norman Osbourne answers the door, he is wearing a lab coat, and laboratory clothes, "Ah…Peter there is something in the lab you might be interested in seeing. Harry is their too so you guys can meet there." 

His short red hair was unaffected by the wind but however Peter's somewhat longer hair was swaying this way and that. They walked in and started heading down stairs.

They appeared at the lab entrance, "I call it the Glider!"

Peter looked at it. A metallic bat shaped thing with jets on both wings, was floating in mid-air. But it also had familiar things on it. The wings were made of the same technology as Vulture's. To octopus arms were planted underneath the wings. Shocker equipment was sticking out of the Bat Mouth.

"It looks like it's just a weapon," said Peter.

"Oh trust me Peter it has more uses than that, a de-armed version of this product will be sold publicly as a cheaper way to travel to places. Also it runs on an electric-solar hybrid so it runs on no gas. Also military applications would be to merely clear enemy lines from higher ground. It is still nowhere near as powerful as a military jet…but it's getting there," Norman smiled maliciously while saying this.

"Mr. Osbourne, may I talk to Harry about his Rhino incident?" Peter asks.

"Sure thing Peter, just remember our house is your house," Norman Osbourne grins at Peter as he walks toward Harry.

"Well, let's go to my room to talk about it, my Dad's so excited about the Glider he wouldn't even notice if I went on fire," Harry laughs as he heads up stairs.

"So Harry, what exactly happened with that Rhino creature?" asked Peter.

"I am not supposed to tell you," said Harry.

"Why?" asks Peter.

"If I tell you later after this Rhino thins is said and done you will know," Harry replied.

They talked about other stuff shortly after as they were bored of the subject. After a half an hour or so of chatting with Harry Peter left and started swinging home from the city.

Several minutes after he left… 

Peter shot a web making it strike the side of a building. Then he pulled forward. He landed o the ground and started running again.

What he saw shocked him…

Iron-man was on the ground with his armor mostly damaged. He was bleeding badly and had a few broken bones. Iron-man beneath the armor looked to be around Peter's age.

Rhino was seen leaving the crime.

Next Chapter: The Crimson Dynamo


	8. Crimson Dynamo

Disclaimer: I do not own Spider-man or any marvel related things.

Chapter 8: The Crimson Dynamo

Iron-man was able to mutter, "Stark tower."

Peter lifted him up and started swinging towards Stark Tower he thought, 'He is definitely in an emergency state!' 

He shot a few more webs and then landed in front of Stark Tower. He hoisted Iron-man onto his back and busted through the front door. A man walked up to Peter and said, "My son! Follow me upstairs."

They loaded Stark onto an emergency elevator and pressed the button for the 20th floor. The elevator shot up at a high speed and landed at the 20th floor.

"I think I'm going to barf," Peter said in a confused state.

They picked up Tony Stark and lifted him into the emergency room.

His father ran to the emergency life support suit, which was white and had red marks one it showing the Red Cross. They loaded Tony Stark into that suit. They pressed a button on it and it turned on. It started working on Tony fast. Peter sat there for about an hour waiting the suit then clicked off.

Tony arose from the suit and looked perfectly healed, "Spider-man you saved my life back there! That Rhino fellow was too much for the standard suit."

He immediately ran off…

"Did that even phase him?" asks Peter.

"Never does," Tony's father replied, "By the way my name is Antonio Stark I am the major stock holder of Stark Industries." 

"Spider-man, don't wear it out," Peter said to him. 

They ran behind Tony, they arrived in a room that was filled with suits of armor. Tony immediately walked over to a big bulky one. A man with brown hair stood in the room he looked to be in his early twenties.

Tony Stark said, "Hey Hank can you unload my Blockbuster Suit, also unload your Yellow Jacket Suit!"

A yellow one with black marks and stripes on it unloaded. It had high tech wasp like wings on it's back and had a blaster on each arm. It had jets on the wings and a insect-like helmet. It was rather small in stature, and about Pym's height.

The Blockbuster suit was a huge red suit with black markings on it. It had a visor and a blaster on each arm. A heavy-duty jetpack was on it's back and it was about the Rhino's size.

Peter could say nothing as Hank Pym and Tony Stark got in their suits. Those two flew outside Peter responded by saying, "Hey guys what about me!"

He shoots a web and zips outside of the building.

At the Kingpin's hideout…

"Crimson Dynamo, I am hiring you to help Rhino on this mission to…kill that little Arachnid Spider-man" said the Kingpin, "Also kill any hero that gets in the way."

The three large men were in the same room. Crimson Dynamo was a man in large red armor very similar to Iron-man's. Rhino was a large gray rhino like human standing at least nine feet tall.

Kingpin was a menacing figure who was huge; he was at least seven feet tall and wore a white suit.

Crimson Dynamo said, "Da, we will bring him back headless!"

Where Iron-man, Yellow Jacket, and Spider-man were…

Iron-man and Yellow Jacket shot across the city in using their jets. Spider-man shot a few webs launching him around them.

After a few minutes they approach the Fisk Tower, where Wilson Fisk the Kingpin lives and works.

All of a sudden a red bolt shoots out of the building and tackles Yellow Jacket. It smashes him into a building.

"Crimson Dynamo!" Iron-man exclaimed as he shot an eye laser at Crimson Dynamo. 

Spider-man shot two webs but was interrupted by Rhino jumping from the building he was sitting on. Rhino landed on him making Spider-man fall to the ground.

He shoots a web bringing himself in closer to Rhino then punches him twice. He shoots two more webs tying him up. Rhino rips open the web just as Iron-man charges at him crashing him into a building at the fifteenth floor.

He punches Rhino a few times. Yellow Jacket ejects a stinger from his arm and shoots it at Crimson Dynamo, it short circuits his armor and makes him fall to the ground. Crimson Dynamo lands on the ground. 

Rhino follows shortly behind, with Spider-man on his back punching him. Iron-man shoots several eyebeams at Crimson Dynamo and Rhino then lands on the ground.

He presses a button on his chest and a force field appears over him, then energy starts flowing through his body. He runs at an amazing speed and crashes into Crimson Dynamo while he is down.

Spider-man webs a piece of rubble and hits Rhino in the face with it. Then Peter webs Crimson Dynamo and brings him in a circle crashing into Rhino. He then webs the two together. He pulls a small camera from a pocket in his suit and sets it up. He then sits on top of Crimson Dynamo and Rhino. Iron-man and Yellow Jacket stand on either side.

"Was that really necessary?" asks Yellow Jacket.

"Of course we need some nice pictures to remember the good times," said Spider-man. 

"Well, let's pay Fisk a visit," Iron-man replied with a grin beneath his mask. He presses a button on his suit making all the extra armor fall off. The original suit beneath it is revealed.

He shoots a force field around Rhino and Crimson Dynamo, "Take them to jail Yellow Jacket!"

Yellow Jacket shoots a beam of energy tying him to the force field and drags it to jail. Iron-man shoots a beam of energy at Wilson Fisk's front entrance breaking the door. Spider-man follows closely behind.

Up at the top room… 

"My Enforcers, kill them," Kingpin utters.

A large man with a tank top and a pair of jeans on walks forward followed by a man with two pistols, and a man with a whip.

"Right boss," the man with the pistols replies.

"Good, I'm sure you, Ox, and Montana will get them," Kingpin says grimly. 

They run to the elevator and press down.

Iron-man and Spider-man wait at the bottom floor for the elevator…

The elevator door opens revealing the Enforcers. Iron-man shoots an energy beam-knocking Ox off his feet.

Fancy Dan, the man with the pistols shoots several bullets one hits Iron-man another misses Spider-man. Then Spider-man shoots a web encasing a gun in a web. 

Iron-man dodges Montana's whip. Spider-man pulls the whip yanking him out of the elevator. Then webs up Fancy Dan, Iron-man picks him up by the cuff of his shirt and punches him.

Ox gets up and picks up Spider-man, but Iron-man shoots a missile at Ox knocking him over. The explosion burns a hole in his shirt and causes him to bleed a little.

"He must be genetically enhanced," Iron-man says before kicking his jets into over gear and knocking him off his feet again. Spider-man hits Ox on the temple knocking him unconscious.

"Well, we know Kingpin doesn't like us," Peter says while looking at the pile of unconscious mob employees. 

Peter drags them out with the help of Iron-man. Then he webs them to the floor. They both get in the elevator and press the top floor.

Where Kingpin is…

Kingpin sits behind his desk and presses 'Arm Defenses' button on his desk. A couple turrets come out of slides in the room. The old man from earlier walks out from a back room, "Mr. Fisk we have another plan…there are at least five hundred pounds of explosives back there. I suggest we set it to detonate in this room and leave."

"Okay, Mr. Smythe, set them to detonate we are headed to the roof!" Kingpin replied.

Smythe ran back to the back room and started grabbing cases with the help of the Kingpin. Another man starts helping. Soon they have all five hundred pounds of explosives loaded into the room.

Smythe sticks a detonator on the pile of explosives. Then they climb the ladder to the roof and load into a helicopter just as Iron-man and Spider-man make it to the top floor. Smythe switches the detonator on.

"There is a detonator!" Iron-man yells.

The explosives contract then explode… 

Next Chapter: Steel Tentacles


	9. Steel Tentacles

Disclaimer: I do not own Spider-man or any marvel related things.

Chapter 9: Steel Tentacles

The fire started to expand from the explosion. It was going extremely fast. Iron-man quickly shot a containment force field at Spider-man. Then Iron-man took the brunt of the blow. They were knocked into a wall. Then the fire cleared and the force field shattered. Parts of Iron-man's suit were blown to pieces and Peter got up.

Then Iron-man lifted himself off of the floor, "He escaped, the Kingpin escaped."

"Are you okay?" Peter asked.

"Yes Spider-man I can manage myself," he replied, "I'll keep on the look out for him more often, I'll just have to use my emergency power source."

He stomped his foot onto a switch on one of his boots. It kicked up and he flew out of the window. Blue flames were left in the air smoke filled the room for a second. Then Peter climbed out of a window and shot a web. It attached to a building then he got pulled down towards a building. But then all of a sudden he heard a noise like air being released through a small hole.

He pressed his web shooter again it was empty, "AIIIIIIIIIIIIHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH!"

Then he flipped in the air and gripped onto a wall of the Fisk Tower. He started slipping down it. Then he jumped off and landed on a nearby building, "Man my web shooters just died."

He then tried firing the one on his other arm it shot a web that attached to a door on the roof. Then it made that noise again, "Well guess it's going to be a long trip home."

It started to turn dark sunset was upon him. Peter then climbed over the side of the building and slid down it. He leaped from it landing on another building then thought, 'that was a complete failure even with Iron-man, and Yellow Jacket on my side. They had two supers, and the whole criminal chain in New York. How can I win against odds like that?'

He then leaped to another building planting his feet on the building. Then Peter thought, 'not only that they nearly **killed** me! If it wasn't for Iron-man I would be dead.'

'Not only that I'm forced to make it home by dark and be caught waaaay past curfew by Aunt May,' Peter added to his thoughts, 'I won't be able to fight crime quite as much.'

Then bounced forward to another building.

In an abandoned Warehouse…

Some loud noises were heard from this Warehouse for the longest time. An officer was called to check it out his name was Officer Walter Wynn. He held out his gun and yelled, "If anyone is in here come out with your hands up."

"Well so demanding I guess I should," sounded a strange voice, "My hands are up Officer."

He looked up large metal cord-things were raised into the air. On the end were large pincers like things.

"F-f-reeze, drop your weapons," the Officer said again, his hat tipped forward and his brown eyes full of fear.

"I already told you, they're attached," he replied.

"Wh-h-o are you?" he asked again.

"A doctor," he said.

A huge cord stabbed straight through the officer's chest. The doctor heard a voice in his head, 'He's not dead a flick of the wrist.'

The cord twisted, the officer twitched and went limp. He stopped breathing completely. The voice sounded again, 'That did it.'

Another voice was heard in his head, 'The device.'

"Of course," The man said, he turned around and the slightly long brown hair swayed to the side.

The turn made the sunglasses he was wearing shine, his coat blew into the air from the movement. The tentacles followed him with fluid movements then latched onto a wall. They flew up the wall and the doctor followed them. Another one was holding the dead body. It stashed the body on a shelf. Then he finished climbing a large orb machine was up there.

'Teach them,' another voice said in his head.

'We can help,' another replied.

"Silence," he yelled, "I can bring them down myself!"

'You will need us,' a thought surfaced, "You're right I can't lie."

'Finish it,' the final voice uttered.

"Yes," one of his arms turned into a blowtorch and started working on it. He picked up a large metal box with one of the metal cords, "Oscorp will get theirs."

'Yes you are the most promising scientist,' he heard.

He laughed then attached the metal box to the orb. A tentacle touched a button on the orb it floated into the air. The orb lit up with energy then started spinning.

"A teleportation device," he then laughed some more, "You will pay Osbourne it is your fault that I am this way!"

At the Parker house hold…

Peter climbed into the window in his room and landed on the floor from exhaustion. He quickly changed and jumped from the window. He walked out front and opened the door. He looked at his watch it said, '9:00 p.m' he made it just in time for curfew.

He walked inside and saw Aunt May waiting, "You were late for dinner Peter."

"I'm sorry Aunt May I was at the library working on a science project," he lied. He felt extremely guilty about lying but knew no one should know his identity.

"You better go to bed Peter school is tomorrow," she said to him thinking what he said was the truth.

Peter climbed the stairs quietly then he turned down the hall and arrived at his room. He stepped in, "I'll have to mix another web concoction tomorrow, but it will take a while before I have enough."

He talked to himself, "But for now these ones should do."

He pulled out two silver tubes and loaded them into his web shooters. Then he turned to his bed and passed out on it.

The Next Morning…

"Peter your going to be late for school!" Aunt May yelled.

"Oh crap!" Peter exclaimed he picked up his school bag and got changed quickly. Then he ran down the stairs and leaped over the side. He planted his two feet and yelled, "Bye Aunt May!"

He ran out of the door just as the bus took off. Then he chased after it but it just kept moving so he stopped.

He heard someone yell, "Hey Pete!"

He turned around and saw Harry Osbourne and Mary Jane in a bright red car roofless car, "I can drive now!"

He was in the driver's seat. Mary Jane yelled to him, "Hurry up Peter!"

Peter ran over to the car and grabbed the side hopping into the car.

"Careful of the paint job Pete," Harry scolded.

He then stepped on the gas pedal and passed up the bus. Then Peter put his arms over MJ's and Harry's seats, "Thanks for the ride guys."

"No problem," Harry replied as he made a turn onto another road.

"I'm glad that you can drive Harry," MJ congratulated him, "I'm not turning sixteen for another few months."

"Yeah me too," Peter agreed, "Otherwise I would be walking to school."

"I heard about your job Pete," Harry said, "Congratulations photographer."

"How do you know about it?" Peter questioned Harry.

Harry shifted a bit in his seat and said, "My father is good friends with J Jonah Jameson."

"Oh," then Peter started wondering why he still had the job with the Daily Bugle.

They arrived at school and headed to class…

Peter sat down in Dr. Connors class and pulled out some paper to start working.

"Well class originally this class was going to be about the periodic table but today I changed it on short notice," Dr. Connors announced, "There will be no need for paper or pencils right now. So put them away."

"All right no work!" Kong cheered.

"You will be righting a short essay on this subject after class," Dr. Connors said crushing Kong's hopes.

"Aww man," he muttered then continued doodling on the desk.

"We will be talking about mutates," Dr. Connors said writing the word on the chalkboard.

"What are mutates?" Gwen Stacy asked.

"People who have been mutated without being born with a mutant gene," Dr. Connors he answered, "Such as this Spider-man, or Electro, or Rhino."

"Oh people with super-powers?" Flash interrupted.

"No non-mutant people with super-powers, so the X-men, and the Brotherhood are not included," Dr. Connors corrected, "Mutants are caused by a natural occurrence, while mutates are made through strange or unnatural circumstances."

"What strange or unnatural occurrences?" Mary Jane asked.

"Oh like the occurrence of which created Electro, a lightning bolt struck a power line which shocked him, it altered his genes and made him able to store electricity and exert it," Dr. Connors said to Mary Jane, "Most are un-recorded events. What I want the class to do is to write an essay on recent activity of gene manipulation, 500 words."

All of the class looked a little mad except Peter, Mary Jane, and Gwen Stacey. He then proceeded to talk more about genetics. He droned on for a while and Peter fell asleep, then he woke up and only Dr. Connors and Gwen were in the class. Dr. Connors said, "Hey Peter, you shouldn't fall asleep in class, but I know you already have learned about genetics."

Gwen looked over to Peter and smiled. Peter smiled awkwardly back. Then Dr. Connors said, "Peter come here."

He walked over to Dr. Connors and Gwen, "Yes?"

Dr. Connors showed him a mouse with no limb, "You know that my arm was taken from me during the Vietnam war right?"

"Yes Dr. Connors," Peter replied.

"Well I plan to work on biotechnology that I can use to help people regrow organs or limbs like lizards," he said to Peter.

He squeezed the mouse a bit as it shrieked he reached into his lab coat and pulled out a shot.

"Mr. Connors don't you think you hurting the mouse?" Gwen asked.

"Miss Stacey I know what I am doing," he laughed.

Then he injected the mouse the liquid flowed into the mouse. Then he dropped it into the tank.

"Now watch," he said to them both.

The mouse flipped over and started to grow its arm back. It soon had a fully functioning arm.

"I plan to bring the testing to the next level," he told them both, "I will be working with larger rodents before long."

"That's amazing Peter said, Gwen looked at it wide-eyed as well, "This will be a break through in genetic studies…"

Dr. Connors looked at them both, "Yes so far there hasn't been any problems."

"So far?" Gwen asked.

"Scientific experiments can have problems at more complex life forms," he said to Gwen, "What works for one doesn't always work for the other, you two better head on to your next class, here's some passes."

He filled out some forms for the two and sent them to the next class. When they walked outside Gwen was silent for a few seconds then looked at Peter, "Want to walk me to class?"

"Oh…umm…sure Gwen," he said.

She smiled at him and started walking to class. Then she looked over at him as he said, "I didn't know anyone held an interest in science like me."

She then said, "I have always liked science, it's very interesting."

"Yeah," Peter said, "You know it is weird what with all the super powered people popping up everywhere."

"Yeah, you know I never talked to you before, I always thought you were a nice guy," she said, "With all the people around here like Flash and Kong…"

"Umm…well this is our class," Peter said to Gwen gesturing towards the door.

She was about to go into the classroom when Peter blurted, "You want to do something after school?"

She turned around, "Yeah, and why not? Meet me at the mall after school."

They both walked into the room and the teacher said, "You're late."

Peter looked like he was in a state of euphoria; Gwen looked at him giggled "Dr. Connors gave us passes."

Peter snapped out of it and sat down over by MJ, and Harry. Gwen sat down at the nearest empty seat.

Harry looked at Peter and said, "I see you have scored a date, after a snooze."

"Yeah," he said in a trance.

MJ looked at him and said, "Well I'm glad you revealed your feelings to Gwen, heaven knows how long you harbored feelings for her."

"Yeah," Peter said still in his trance-like state.

"Snap out of it Peter," MJ said snapping her fingers in his face

"Oh sorry," Peter said looking up at the teacher who was talking about the Civil War.

Harry looked over to Peter, "Hey Pete will you help me with my essay later?"

"Sure man after I go to the mall," he said to Harry.

They stayed quiet after the teacher told them to shut up, the teacher droned on. Except to answer a question from Gwen and another from a student named Flint Marko.

Soon school was out and Peter slipped on his web shooters and costume behind the school lifting into the air on a web. Then he looked over at the back of the school and saw Flint Marko beating up another kid. Flint was a tall, somewhat built teen wearing a green and brown striped shirt, and jeans. He had brown messy hair and brown eyes. Spider-man shot a web swinging over there and landed next to the fight. He stood between the two and said, "Fighting will solve nothing, why don't you talk about your problem."

"Get bent Spider-man," Flint said before walking away.

Peter looked at the kid, "Next time I might not be around, so just avoid these confrontations."

The kid waved as he pushed up his glasses. Peter swung away towards the mall. When he landed out front he ran into an alley changing into his street clothes he walked in. After going up an escalator he saw the food court, which had crowded tables and chairs at them. Many food places as well. He scanned the food court before sitting down at a table. He waited about ten minutes before hearing, "Hey Peter."

He looked up and saw Gwen she was wearing jeans a black shirt and a jacket, "I'll buy."

"No I insist," Peter said to her. They walked to a restaurant and bought some food before coming back to the table and eating, and talking with each other.

After an hour of talking they had finished at the food court and threw their food away. The two were walking around for a while when they walked past an electronics store. Peter heard the news say, "We interrupt this news report for breaking news, a bomb blew up the gene district of Oscorp. The man believed to cause the crime is escaping the scene with a strange metal apparatus…"

Peter looks over to Gwen then at his watch, "Gwen I have to go, this was very fun but my Aunt will expect me to go home soon. Let's do this again."

Gwen looks over to Peter, "All right Pete."

She leaned over and kissed him on the cheek before taking off to the clothes district in the mall. Peter took off the other direction to change into his Spidey costume but first touched his cheek with a feeling of joy.

He quickly changed to his Spider-man costume and shot a web at a building leaving the alley flying into the air. He leaped from the web landing on a flag pole and fluctuating off of the pole and onto a building running across and leaping off using the momentum to swing forward. He soon arrived at the wastes of the Oscorp Gene Facility.

Spider-man jumped into the buildings remains and examined some rubble just then a news crew ran over screaming questions at him. Before they could bombard him with questions he shot a web and said, "I hate the paparazzi."

He flew at a building and saw a familiar steel apparatus attached to a guy in a trench coat. Peter lands in the alley, "You didn't steal that from Oscorp did you?"

The man turns around still disguised with a pair of large sunglasses, "What is it to you Spider-man? These are mine, and even if I didn't want them I couldn't remove them."

Peter took a deep breath and sighed, "Why did you blow up Oscorp you could have harmed people."

"Revenge, Norman just got what he deserved for what he did to me," he replied hastily and harshly, "He has ruined many people's lives. I don't understand why I have to explain myself to you so get out of my way!"

A tentacle stretched out and knocked Peter into a building as the other tentacles tore through a wall and he raised himself on the arms and started walking through the house. Peter got up off of the ground and started scratching his head, "Why do I get all the weird ones?"

He ran into the building and yelled, "You don't have to do this just go to the police quietly."

"I am a monster now so why should I act any different?" the man questioned before tossing a couch at Spider-man whom caught it and set it down, "Your demands just make me angrier Spider-man."

He escaped through another hole he created and crawled up the side of the building. Peter leaped at the hole and crawled out then a huge piece of concrete hit him in the head. Peter fell to the ground and started to bleed. He grabbed his head again and saw the man escaping. He shot two webs making him fly through the air and land next to the man in the tentacles.

Spider-man reached out and socked him in the face knocking off his glasses. The face was revealed to be Dr. Otto Octavius. Peter fell to the ground, "Why Dr. Octavius? Why are you doing this?"

"That's simple Parker," he said.

"How do you know my name?" Peter asked.

"I remember your voice, for I have a photographic memory son," Dr. Octavius replied, "So it was our arachnid that created Spider-man huh?"

"Yes Doctor," Peter replied he was nearly crying, "It was."

"We both have our feuds against Norman than don't we?" he asked, "I'm really sorry about your Uncle but that wouldn't have happened if you didn't gain powers."

Peter grew immensely angry, "It was my fault not Norman's! I thought you were a good person, but all you do is to blame others for actions that couldn't be avoided."

He choked through his tears, "Maybe it wouldn't have happened because of gaining powers, but if I took out my rage on Norman would that turn back time and fix anything? Or rid me of the emotions that have come from my Uncle's death? No."

Peter clocked Otto across the face causing him to break his nose, "Take responsibility Otto, it was something I learned from Uncle Ben's death. With Great Power comes Great Responsibility. I can forgive you but most people can't."

"I thought we were the same Parker," Otto replied, "I used to be picked on when I was a kid, also I had an abusive father who didn't understand my greatness. Now you don't understand one whom I thought I could take under my wing and teach my knowledge."

Peter stared at him in shock as Otto's expression turned from utter awe to extreme anger. A tentacle protruding from his device became a chainsaw and started to move towards Peter.

Then Otto looked at it, "Did I say to kill him yet? No, revert to normal you monster!"

The tentacle reverted to a gripping claw and Otto's expression became calm, "Parker, you are nothing like your father."

He turned and started to head down the other side of the building. Peter started to run after him, "Wait!"

But it was too late Otto was already gone, "He knew my father…"

Next Chapter: Symbiotic Relation


	10. Symbiotic Relation

Disclaimer: I do not own Spider-man or any marvel related things. Or 300 for that matter…all I did was mention it though. A quote from Ultimate Spider-man was too good to pass up.

Chapter 10: Symbiotic Relation

Peter sat on the building top looking at his hands, "I can't believe someone like Octavius…knew my dad…not only that he acts like he was his friend."

Peter took off his mask and threw it at the rooftop, "People are figuring out my identity, maybe I should lay low for a while."

He pulled off the backpack that was on his back and started to change into his pedestrian clothing but kept the web shooters on. Immediately when he put the clothes on he leaped from the building and started heading home discreetly in the back alleys and such…

The Next Morning…

Peter rolls out of his bed before checking the calendar, it was Friday. Peter cheered in his mind thinking he could get together with his friends and Gwen over the weekend while he lays low. So he sprung from the floor and got ready.

Meanwhile in a Local Store…

Flint Marko walked through the store until he arrived at a Television he picked it up and started walking away with it a man looked at him and said, "Hey kid you have enough money to buy that?"

"No," he replied.

"Then put it back if you don't have enough money," he said scathingly.

He continued walking towards the door.

"What did I say?" he asked.

Flint turned to him his fist turned into sand and it started to melt and he landed on the floor as sand. The man stood there in confusion, "Where did you go?"

The sand on the floor expanded across the floor and it started to move out towards the door. Everything in the store went with it. Then the sand escaped the store and started to make a path into the air towards a building. It landed on the top.

The man looked bewildered as his life slipped away from him. He fell on the floor and started to cry in realization.

On top of the building the sand formed into Flint Marko, "I may be a mutant but it pays."

He turned into sand again making a path into an alley where a man was standing with a truck behind him. The man looked at him, "Hey Flint I'm glad you have the goods."

"Shut up Jake hand over the money," Flint replied in anger.

"I wouldn't want to make a mutie like you angry," Jake spat as he handed over a briefcase.

Flint opened the case, "Good, now get out of here I don't want to be seen with someone who works under Kingpin."

"I wouldn't call Mr. Fisk that if I were you," Jake said to him in advice.

"Thanks I'll keep that in mind," Flint laughed walking off before turning into sand and disappearing in the wind.

He reappeared in the school's grounds behind a tree. He walked out being greeted by Flash, and Kong. Kong hit him on the back talking about how Oscorp blew up. While over on the other side of the grounds Peter, MJ, and Harry were all talking after getting out of Harry's car.

"I'm sorry about your dad's labs," Peter replied, "Were there any casualties?"

"It was after hours Peter Octavius probably didn't want to harm any of his friends," Harry said, "Even though he is a terrorist now."

MJ looked at Harry, "I'm sure your dad isn't taking it that way."

"All he is ever talking about now is the Glider project," Harry laughed, "I'm almost sick of hearing about it."

"You mean you are," Peter chimed in.

"Pete shut up," he said.

MJ looked at both of them, "Both of you need to calm down, you both became so hotheaded after you got girlfriends."

Harry pulled at his jacket, "Liz is a beautiful girl, and if Pete can defeat his fears so can I!"

He said this proudly while Peter whispered to MJ, "Sounds like someone is overconfident."

"Peter I will beat your head in personally if you say that again!" Harry threatened.

They all laughed as they walked into the school. Peter saw Gwen and called her over then all four started talking to each other. Harry and Peter started talking about seeing the movie 300. MJ and Gwen talked about how boys are predictable always wanting to see violence and nudity.

The group walked to class to be lectured by Dr. Connors again. After class he gave Gwen and Peter another sample of his experiment now he had it working on a larger rodent, a badger. Peter stared in amazement as its arms grew back the two left class.

When they left class the badger turned into a strange reptilian like creature Dr. Connors stabbed a needle into it as it died, "This batch didn't turn out as well as the first, every time I have to fix it for the more complex forms of life."

In the hallway Peter and Gwen caught up with MJ, Liz, and Harry heading to Social Studies. The class was long and boring everyone seemed very tired, but Peter noticed Flint disappeared from the classroom. He got up while the teacher droned on about Richard Nixon resigning from office. He crept over to the window and looked outside. He saw Flint walking away from the school building.

Peter sat back down and raised his hand, "Does anyone have the bathroom pass?"

The teacher looked at him frowned and replied, "No one has the pass you may go."

Peter walked over to the door but didn't grab the pass he ran down the hallway narrowly avoiding the principal and several teachers. When he walked outside he decided he had no time to change into his Spider-man costume so he just strapped on his web shooters and put on his mask to go after Flint.

Leaping across the football field he caught up with Flint whom was walking into a auto-dealer ship. He walked over to a car and started looking at it.

A guy walked up to him, "See something you like son? The name's Kirk Donahue!"

It was a sleazy car salesman with blonde hair and green eyes he looked at the car with fake fascination as well. He pulled at his purple pinstriped suit.

Flint said, "No not something I like."

"Then why are you here, you wouldn't be skipping school would you?" he asked.

"Maybe," he replied in an uninterested voice before hopping into the car.

"Eh, what do you think you are doing?" Kirk asked holding the keys to the car in his left hand.

"Taking it for a spin," Flint said.

"You drive it you buy it boy," Kirk said now in an angry tone.

"Then I will take it," he said.

He handed the man a nickel before starting it up with the keys that the man was holding and taking off. The infuriated car salesman could only watch as he took off with the most expensive car in the lot.

Peter waved at him, "I'll take care of him sleazy!"

Kirk looks at him, "Who are you, a guy playing dress up?"

Peter ignores him and shoots a web swinging after the car he lands on the back of it, "You do know that cars aren't worth that much don't you? Maybe the engine is worth that much in American dollars."

Flint spun the car making a cookie and tossing Peter off the rear end. Peter slammed into a wall and got up, "Wise guy eh?"

He shoots a web going after him. Then he leaps on a building top and starts shooting webs at the car in great multitudes. The car is lifted from the ground by twenty webs and is suspended in the air.

"Hey Babe bah ram you!" Spider-man said crawling towards him.

Flint looked at him from the car, "I can get out of this easily."

Peter looked at him, "Look I'm having a bad day as it is I didn't even get my costume all the way on."

Flint's arms turned into sand and started snapping the webs and the car broke free landing on a platform of sand and floating onto a building. Then Flint turned into a sand cloud and crashed into Peter while he was falling. They both hit a building as Peter looked at him, "You have powers?"

"If that wasn't the most obvious statement I ever heard I don't know what is," Flint replied turning back from the cloud form into his regular form with elongated arms that were sand.

One of Flint's arms turned into a club and struck Peter, "They call me Sandman."

"No I thought a good name for you would be Mindless Crook," Peter replied punching him knocking him into the street, "You know what works against sand, making it very weak?"

He kicks a fire hydrant knocking it off and presses his hand on the water spout. An intense water blast hits Flint forcing him to revert to normal. Peter punches him and presses him against the ground, "Now stop fighting me so we can discuss this."

He grabs him by the collar of his shirt and jumps up the building quickly. Throwing him against the car he asks, "Why did you steal this car?"

Flint doesn't respond.

"Answer me Flint," Peter replied.

"How did you know my name?" Flint replied, "Your clothes do look familiar, I think I have seen you today."

"None of this stuff okay Flint?" Spider-man responded now becoming agitated, "Why do you steal."

"My family needs money, I sell this stuff to Kingpin," he replied.

Peter froze and relaxed his body, "Kingpin huh? What do you know about him?"

"Nothing I only know about this guy Jake that I sell through," Flint said, "They take my stolen goods for cheap then sell them for cheap in the black market. Now go ahead and send me to the police like you do with all of us crooks."

"I'm not going to do that," Spider-man replied, "You are going to atone for your misdeeds. I will get you a job, and whenever I call upon you, you will help me with villains or fight crime."

Flint looked at him, "A job with my grades and social status? Yeah right…"

Peter took off the mask, "You know me from school, Peter Parker."

He held out his hand Flint stared at it for a second and grabbed it. Peter pulled him up from the ground, "I can get you a job at the Daily Bugle, or my friend's dad's company Oscorp."

"You mean the Oscorp that got blew up?" he asked.

"Yeah they will be needing people to help out there," Peter said, "What do you say?"

"Okay Parker you have yourself a deal," he replied shaking his hand.

"But let's return this car, okay?" Peter laughed.

He put on his Spider-man mask and with Flint's help eased the car into the streets below. Where Peter jumped in and drove it to the dealership Flint left the place.

After school Peter went with Gwen to the movie theater they watched the current romance film. After leaving the theater they embraced for a bit before arriving at Peter's basement and walking in.

Gwen was looking at all of the gadgets in his basement in awe and said, "I wish I had some of this stuff."

Peter looked at her and smiled as she examined his microscope then she looked at a web shooter Peter had forgotten to put away. She grabbed it before Peter could react and pressed the button on it. A web shot out and stuck to the ceiling. She looked over at Peter, "What is this, what is it for?"

Peter sighed, "Umm…Gwen I was hoping I didn't have to tell you this. But um…you have to promise to keep this a secret no matter what okay?"

"All right Peter anything for you," she looked at him and grinned thinking he was about to say something other than what he was going to.

"I'm Spider-man," he replied.

She looked serious for a moment then went into hysterics, "That's a good one Peter!"

"I was serious," he said frantically.

She fell on the hard wood floor and laughed some more.

"I was hoping it wouldn't come to this," he replied.

He leaped onto a wall sticking to it. She looked at him completely shocked at this act of power. Then he landed on the ground.

"Wow Peter, you were serious," she said, "That is so…cool!"

He sighed, "I'm glad you think so because most people don't."

"Well, who knows besides me Peter?" she asked in excitement.

"Well Dr. Otto Octavius who is a complete nutcase, and a guy name Flint Marko who also has powers," he said.

"You decided to let me know," she looked completely joyful as she messed with the web shooter more.

"You must not tell anyone," Peter said, "Not my Aunt, not Harry, and not MJ. Or anyone else for that matter."

"Well I hope you will wear your tights for me sometime Spider-man," she said to him with a smirk.

"Hey it takes a lot of guts to wear tights in public," Peter said.

"Or a complete fruit," she laughed.

"I'm not going to confide in you anymore," Peter frowned.

"Hey, I didn't mean it like that," she said, "I have something to tell you too, I want you to meet my dad soon."

"Well, okay I guess," Peter replied, "He isn't completely evil is he?"

"No," she said, "Unless if you think lawyers are evil."

"Well I do but has he always been a lawyer?" Peter asked in reply.

"No, he used to be a Law Enforcer but it didn't suit him," she said sweetly, "Now I have to go Peter or my dad will get pissed, so see you later."

She leaned over and kissed him on the lips and he did so in return. Then she let go and walked out of the cellar door.

Peter heard a voice from upstairs, "I don't want any hanky panky going on!"

Peter walked up stairs, "Don't worry Aunt May I wore protection."

"Peter!" Aunt May yelled at him.

"I didn't do anything don't worry," Peter said laughing.

Peter woke up to the sounds of an alarm he slammed it and got up. He noticed Harry was standing at his door.

"Nice boxers Petey," he laughed.

"What the hell Harry?" Peter asked him, "What are you doing in here?"

"Oh my dad was mad at me so I came here, your Aunt let me in," he said, "Slept on the sofa because I didn't want to wake you up."

Peter said, "Well don't do that okay?"

He put on a pair of jeans while he pulled open a drawer in his dresser pulling out a shirt. He put the shirt on, "Well let's go have some breakfast then Harry."

Harry laughed at him, "Polka dot boxers."

"Do not breathe a word Harry or I will tell someone about your stuffed animal collection," Peter replied.

"Chicks dig it," Harry said simply.

"Kids would beat you if they knew about it," Peter said to him.

Aunt May was making pancakes, "I'm glad you boys made it out here."

She plopped a few pancakes on Harry's plate, "You are like Peter's brother aren't you."

She smiled at him, "And like a second son to me."

"Well I come here for the pancakes and stay for the company," he said in remark.

Aunt May laughed, "I do get a kick out of you two, watch this one."

She flipped a pancake three feet in the air and caught it on the pan before slapping a few on Peter's plate. Then the last pancakes onto her own, "Oh we might need syrup."

She walked over to a cupboard and started looking through.

Harry looked at Peter, "How was your date?"

"Oh good, we went to a movie then came back here and talked," Peter replied without a mention of Spider-man.

"Just a talk eh?" he elbowed Peter who held his arm and said, "Knock it off man."

"Ah! You wouldn't tell me if you did," he replied.

"I hope you weren't doing more than talking," Aunt May scolded.

"Aunt May," Peter said, "I don't get in trouble do I?"

"No," she replied, "But you can never be too sure."

"I'm fine, Aunt May," he poured some syrup on his pancakes and ate them, "We are going to meet up with MJ, Liz, and Flint to go hang out at the mall."

"Flint?" Harry asked, "Flint Marko? He hangs out with Flash and Kong why would we hang out with him?"

Harry said all of this while snatching the syrup from Peter's hands and pouring it on his own pancakes.

"He is actually a nice guy," Peter said, "Besides the more the merrier right? Also he is interested in working at your family's company, you guys are shorthanded aren't you?"

"Let's not talk about that," Harry said shoving a whole pancake into his mouth.

"Harry, please try not to eat those in one bite at least enjoy your food if your going to choke yourself," Aunt May scolded him.

"You want me to enjoy death?" Harry said, "I want death to be quick and painless that's very mean of you to say."

"I didn't mean that," she replied to him looked at her own plate while using a knife to cut a small piece from her pancake and slip it into her mouth.

Harry ate another pancake whole and said, "Mmf gmph blum."

Peter looked at him, "Excuse me?"

"I said let's go we don't want to keep them waiting," Harry said choking through the bite and shoving another down his throat.

He leaped from the stool at the kitchen table knocking it over as Peter lifted it and set it down before he took off.

"See you later boys," Aunt May said when they took off, "Boys will be boys."

The two ran out of the house and hopped into Harry's car that started it up. MJ walked over to the car, "Wait up!"

She got into the back seat.

"I thought you had a ride," Peter said to her.

"My house is out of Liz's way to the mall," MJ said, "What are you doing Harry if you are going to drive get driving."

"So bossy," Harry muttered taking off in the car.

They got into discussions about school, movies, mutants, and Harry's dad before arriving at the mall where they saw Gwen, Liz, and Flint were already waiting for them.

They walked over and Peter hugged Gwen then let go looking at Flint, "Harry is going to get you a job at Oscorp."

Gwen and Flint both looked like they had discussed something that the rest of them didn't know about but Gwen had winked at Peter and Flint was grinning constantly. Liz the other blonde girl in red looked somewhat bewildered by there actions. Peter hit his head and said, "Well why we should go walk around?"

They all started walking around as Harry got into a discussion about a job at Oscorp with Flint. After feeling that he could get him a job ended the discussion. The group saw Flash, Kong, with the jocks and some cheerleaders.

The two saw Flint and Flash said, "Why are you hanging out with those losers?"

"They aren't losers they did more for me than you ever did," Flint replied.

Flash shut up and leaned against the wall. Then the group passed an open window and saw a man in an armored suit flying around.

Peter looked at him, "I just remembered Flint, and I was going to the Daily Bugle. I was going to introduce him to Robbie, and Mr. Urich."

Flint replied, "I was?"

Then Peter grabbed his arm and pulled him outside leaving the group behind, "We are going after that guy!"

He slipped on his Spider-man suit behind a dumpster and took to the air he was followed by a Flint who was sliding along a sand path he looked over to Peter, "Hey Spider-man I'm going to go get him you restrain him when I get him on the ground."

He grew larger and sped up. Then he pointed his arm straight out making a sand cloud hit the armored guy.

Peter recognized the armored guy, "That's Beetle! He stole some of Iron-man's technology."

"Great you have reoccurring enemies," Sandman laughed.

Leaping off of the sand path Sandman tackled Beetle dragging him to the ground below. Beetle tried to resist sending several stunning blasts at Sandman none of the blasts had any effect as Sandman engulfed him in sand and spat him out.

Then Spider-man landed on him, "Talk Beetle how did you escape."

"Same as usual Spider-man, I created another suit from prison materials," Beetle said he tried to struggle loose but a test tube rolled out from his arm which Sandman in a normal form picked up.

He remarked on the test tube, "What is this some sort of black liquid?"

The test tube held within a piece of black material that moved about. Spider-man looked down at Beetle, "What is that?"

"Organic material I found on a rock," Beetle said, "I wanted to test it in a lab."

Spider-man webbed him to the ground before walking over to Sandman and taking the vial. But his hand slipped and it landed on the ground with a crash. The black organic material slither across the floor and hit Peter's foot then engulfed him. His suit became black and the webs became invisible on the suit as the spider turned white.

Beetle looked at him taking this as his time to leave. He turned on his jets and ripped loose from the web taking off without being noticed.

Sandman looked at Peter, "You okay?"

Peter examined his hands, "The power, I feel so powerful."

He raised his hand and a black web shot out and stuck to a tree, "All I have to do is think about it and a web appears."

"Careful Peter you don't know what the suit will do to you," Flint replied feeling uneasy, "I have to take off."

Peter concentrated and a web shot from his hand and he was lifted from the ground. People watched him leave the sidewalk and take off into the air.

Next Chapter: Reptilia


	11. Reptilia

Disclaimer: I do not own Spider-man or anything marvel related.

There is a somewhat graphic scene but I believe it still fits its teen rating.

Chapter 11: Reptilia

Peter felt the suit then realized that Beetle had flown away. He could see him somewhat off in the distance so he shot a few webs flying into the air. This new webbing was stronger and wouldn't run out. He shot a web aiming for Beetle and it hit him!

Beetle fell to the ground about two hundred yards away and Peter caught up in an instant, "Telesopic vision."

He stared at Beetle who was stuck to the ground in the black webbing, "Better take you back home huh?"

"Don't you dare Spider-man," Beetle snapped.

Peter loaded him onto his shoulders with ease and found swinging with extra weight was about four times easier than before. He made it to the police department before he even knew it. Walking inside he saw Jean DeWolff who was talking to a few of her deputies then she saw Spider-man, "Hey Spidey looking good."

"Umm…thanks?" he said clueless.

She replied, "The black suit, better than your old red and blue one that's for sure."

He dropped Beetle on the table and officers started de-armoring him.

She then looked at him, "My superiors say if I let you off the hook for being a vigilante that I am fired. But, we will keep this between us won't we?"

"Yeah Captain Dewolff," Spider-man replied in an ecstatic voice before jumping out the window to swing around town.

He shoots a web at a building and swings above the streets then he sees a robber in the streets below escaping with a woman's purse. He leaps down and tackles him into an alleyway. The man screams as Spider-man in his symbiote costume makes short work of him.

The man is webbed to the ground and Peter feels like he has achieved something. But all of a sudden he grips his head and drops to the ground, "I want to taste blood!"

The man screams in terror but then Peter reverts back to normal, "What?"

He grabs the purse from the man and finds the woman. For once he is greeted with positive response.

"Maybe it's the suit," he says to himself before taking off into the air.

Swinging through the air he sees Dr. Octavius scaling a building off to the side so he lands on the top unnoticed.

Octavius arrives on the roof and looks at Peter, "Parker what a surprise."

"How do you know my father?" He asks in anger.

"Let's not get violent again little Peter," Dr. Octavius laughed, "Why do you want to know."

"It means everything to me," he said still extremely angered.

"Does it?" Dr. Octavius said, "Then I am afraid I will be forced to deprive you of your wishes now if you will excuse me."

Peter looks at Otto the symbiote mask molds into his costume, "Otto you are dead."

He punches him in the back but accidentally strikes the harness for his arms. So he held his knuckles while Dr. Octavius turned around, "You might have dented my harness with your punch there, my arms read it as a 25 ton level of strength. Your little black costume does more than I had suspected."

"What do you know about it?" Peter asked curiously.

"I know that I sent Beetle to find the suit for me so I could test it in my labs but you intervened," Dr. Octavius replied, "We'll keep in touch."

He pressed a button on his harness disappearing. Peter ran over to wear he was, "Damn it, why is he in my life like this."

A watch appears on his wrist reading 9:00, "I better get home."

He started to swing towards home and soon arrived back at home. When he landed outside he realized he hadn't even considered how he will take off the suit. He thought and the suit changed to street clothes, "Amazing it can shape shift to my will."

He walked inside and was scolded by Aunt May. Then Peter still feeling an adrenaline rush from all the stuff he was able to do because of the more efficient suit lay awake for a few hours.

He finally fell asleep as the weekend slipped through his fingers and it was Monday again. He was walking into school and Flint Marko walked over punching him in the shoulder firmly, "Parker, the black suit. What did you do with it?"

"I'm still wearing it, it can change its appearance isn't that cool?" Peter asked him.

Flint sighed, "No it's not Peter I think it's parasitic. Beetle said that it was organic material that he found on a rock right?"

"Correct," Peter replied he was very exasperated with Flint.

"It's not something we see around here very often is it? I think it is alien, that rock might have been a meteor," Flint said, "It doesn't belong here wearing a living thing on your skin just doesn't seem right."

"Don't be mad that it didn't stick to you," Peter said pushing him away.

"Don't let its promises of power consume you Parker," Flint called after him.

Peter ignored him this time and saw Peter, Gwen, Liz, and MJ standing in the hallway.

"Hey guys," Peter yelled.

Harry looked at him, "I am so glad you leave me with the ladies."

MJ slapped him across the face, "That's not even funny Harry."

Liz frowned at Harry as Gwen just laughed. Peter was angered for a split second then calmed down, "Well Harry just glad to help."

He leaned over to Gwen and kissed her. Then gave Harry a strange look, Harry replied by giving Liz a kiss.

MJ sighed and leaned against the locker. She looked a little annoyed but just ignored them. She then saw Flint and saw this as her chance to save herself. She ran across the hallway to talk with him.

Then the bell rang and they were all forced to go to science class. The first thing they noticed is that there was a substitute the substitute walked over to the chalkboard and wrote the name, 'Dr. Mendel Stromm.'

"Hello class I am Dr. Stromm I used to work for Oscorp so yes Harry I know you," Mendel said pointing at Harry, "I will be honest as to why Dr. Connors is absent he says he is having a scientific break through and needs the vacation time to work on it."

Peter smiled on the inside as did Gwen their unusually nice teacher finally got what he wanted…a break.

In the cellars of the de-limbed scientist Dr. Curt Connors he was working on a project. He looked at all the successful mammalian projects and knew for this to work on a human he had to start with someone. But due to the side effects he didn't want the public to know the unwilling subject of experimentation was himself. He picked up a shot from a rack on the wall all the shots were labeled differently. He stabbed the first into himself and injected the fluids.

His arm did nothing but he immediately grabbed the second and gave himself a shot. His arm became long but without a hand. The third shot made him grow a hand. He cheered it was a miracle and there was no side effects.

He yelled, "Honey come take a look my arm is back."

"I'll be right down," his wife responded unknowing of what was about to happen.

The Doctor bent over and heaved out all of his breakfast. He started to wriggle on the ground and grew scales, "No! I need to get the final shot."

He reached towards the rack but couldn't do it. He fell behind the counter with a loud clunk.

"Sugar?" his wife asked walking into the basement. She turned a corner and saw a strange man-lizard beast on the ground. It was a brownish green color with bumpy scales and sharp teeth it was wearing a lab coat and torn pants with a tail stickling out of the back. The tail had a curved blade on it and was smooth looking. The creature's eyes were red and full of bestial rage. Its hands were large and clawed the claws looked like they could cut through steel like butter.

It rose from the floor onto its hind legs like some sort of prehistoric raptor. It leaped at the wife with the spring like leg muscles uncoiled. It landed on her and it dug its large talons into her flesh. She screamed for help but knew no one would reply the creature ripped into her flesh with its hands and bit into her intestines.

The beast ripped them out and she saw them for herself. She looked in shock as the monster chewed on them and ate them. She knew she was a goner no matter if anyone heard her scream. It lunged again this time for her throat.

Blood splattered against the wall and soft organs spilled all over the floor. The woman was devoured by her own husband.

The creature named Dr. Connors arose from her body and hissed just as the neighbors busted the door down. The creature escaped by contorting through the basement window and escaping into the sewers.

The neighbor walked in and looked around, "Oh god."

He landed on the floor and went into panic. But he soon collected himself and walked into the basement to call the police. Several hours later the police had arrived and Captain DeWolff was walking through the room. She marked a chalk line around where her body was, "Search for evidence boys."

Several officers searched the room one looked at the rack, "I found a labeled chemical of some kind."

"Put on your gloves for god's sake Velkman!" DeWolff yelled.

The man put on his gloves and started mumbling.

"Now careful they may be volatile!" DeWolff commanded.

"Pain in my ass," he mumbled before reaching for the chemical and bringing it to the makeshift crime lab.

A man looks up from the lab, "Watch your mouth officer, this is delicate work therefore please take it outside if you are going to say those things."

He accepted the chemical and inserted into sample containers and the officer replied, "Damn nerds."

"Ah, ah, ah you may do the shooting but we do the important work," a woman said to him looking up from her work.

"Our work is just as important if not more so Kelly," he snorted before searching the room again.

Kelly and the man looked down at their work and continued. While another person from the makeshift lab walks over to Captain DeWolff, "We have identified the victim as a Martha Connors."

"Good, so it was the husband that murdered her," the Captain replied, "Good job Samuel."

"Umm…Miss might I say that this victim looks savaged," he said, "There are biting marks and claw marks."

She looked at him, "Sammy in this line of work never be surprised. It was Dr. Curt Connors and I can prove it."

The man replied, "Whatever you say Captain."

"You don't believe me?" she replied, "I have a boy who works on this kind of super natural stuff for me. He goes by the name Spider-man, and he has brought in all kinds of felons from genetically enhanced Rhino man, to a guy in a bug suit who can fly. So take my word for it this guy was genetically enhanced, he didn't abide to the laws the President and Nick Fury set up for our country."

She loaded her gun, "Well I'm going to go hunting, anyone coming with?"

Velkman walked over, "I can't stand this crime scene stuff anyways let's go shoot some bad guys."

DeWolff grabbed the rest of the shot that the lab took, "I guarantee you this is of some importance and I will need it."

Sam and Kelly looked somewhat mad at this but continued with their work. The other man was too absorbed in his to even notice she took the shot.

The two members the NYPD jumped in the patrol car and were about to take off before Velkman pointed something out.

He walked over to the window from the basement and said, "See these claw marks? They lead to the sewer."

"Good eye Velkman," DeWolff congratulated, "Let's get in there."

"The sewer?" he questioned.

"And you men think you are macho," she laughed, "You can stay up here if you wanted."

She climbed into the manhole and Velkman followed to keep some of his dignity. The Captain walked over to a piece of red material, "Flesh, it's in here."

She continued walking down the path while Velkman was scared out of his mind because he knew this was either a cannibal or something that didn't belong in New York. He stood their shivering.

"Get a hold of yourself Velkman," Captain DeWolff said while shaking him, "You need to stay calm."

He stopped shaking and continued walking but the sounds of his footsteps disappeared and Captain DeWolff stopped, "Velkman didn't I tell you to move it?"

She turned around and heard a yelp then two rounds fired Captain DeWolff reached for her radio, "The killer is in the sewer."

Then she ran over and saw the Reptilian creature was chewing on Velkman's leg as all he could do was watch. The beast had to shots in it and they fell out as the wounds regenerated, "It's some sort of Lizard!"

Velkman had yelled this as he winced in pain. DeWolff reacted quickly and fired three rounds one making contact with its eye and the Lizard creature ran away dropping the bloodied leg.

"Velkman is wounded, get some paramedics in here," Captain DeWolff said into the radio, "He's missing a leg so if you could hurry up that would be good."

She crouched by him as he shivered, "It won't come back will it?"

"I'm sorry Velkman but its okay it won't come back," Captain DeWolff replied, "Besides that's nothing for new technology we can build you an artificial leg that will work just as well."

Velkman didn't seem satisfied as he ripped a piece of cloth from his uniform and tied it around his knee, "Easy for you to say you didn't lose your damn leg to a friggen' Lizard!"

"Easy officer," DeWolff replied simply.

The paramedics arrived and got him out of the sewer as Captain DeWolff sat on the ground feeling like it was all her fault for not keeping a better watch on her officer.

She thought she would try to contact Spider-man as this was way above their heads. So she dialed a number on her phone.

Peter was at the Daily Bugle trying to sell photographs of Spider-man to Jameson. But j Jonah Jameson laughed, "Parker I have much better pictures of Spider-man then that. A new photographer that was much more successful than you ever were, Eddie Brock."

Then a teenager with blonde hair walked out, "Well I do have newer equipment that is good for action photography. Want to see the darker side of Spider-man Parker?"

He handed him a handful of photographs. Peter looked at the first which was a picture of him in his Symbiote suit standing above Beetle. Then there was another of him beating up a robber, then several more of the same kinds of pictures.

J Jonah Jameson grinned, "I can see it now 'Spider-man Beats on Helpless People in New Suit!'"

"But Spider-man's a hero Mr. Jameson," Peter said.

"Is this a daycare Parker? Get him out Robbie," JJJ replied in an angry tone.

When Robbie walked out with him he looked at Peter and said, "I'm sorry Peter, Mr. Jameson is just that way when it comes to people like Spider-man. I try to tell him about it as well but he doesn't listen."

"Yeah but it doesn't help me now Robbie," Peter replied.

"Tell you what Pete go get some shots of the crime scene at this address, it is about that case involving the Connors," he said, "Poor Martha Connors."

"Like Dr. Curt Connors?" Peter questioned.

"Yeah nobody knows what happened to him," Robbie said, "See you around Pete just get those pictures and come back."

Peter looked down before looking around to see that no one was around. He opened the window nearest to him and leaped out. In mid-jump his clothes changed into his black Spider-man suit and he shot a black web to head the Connors' house. After a few aerial tricks and some swinging he arrived at the Connors' house in a short amount of time. He landed on the ground and took a few pictures quickly of the house and the scene and walked over to Jeanne DeWolff who was sitting on the sidewalk.

"Hey Captain DeWolff," Spider-man called out.

"Hey Spidey I was looking for you," she said dropping her cell phone that she was fiddling with, "There is some sort of Lizard creature in the sewers, it already disabled one of my officers and we are no match for it down there. So either get it up here or knock it unconscious."

"You know I don't work for free," Spider-man responded.

"Just do it and stop making lame jokes," she responded.

"Got it," he replied, "That hurt you know."

He climbed into the man-hole and walked into the sewer, "Here, lizard, lizard, lizard, come out, come out wherever you are!"

Then he heard a soft hissing noise. Then he saw it, the Lizard like creature was crawling through the sewers it looked at him and made a few words come from it's mouth, "Ssssspider-man what makessss you crawl?"

He looked at Lizard and became puzzled, "What makes you ugly?"

"Let me tassssste your fleshhhhhh," he responded in his reptilian voice.

"I like to keep my flesh on me thank you very much," Peter replied.

The Lizard hissed in response, "Your wordssss will end."

He dived at Spider-man with his claws out. He swiped forward at Peter when Peter felt a buzzing sensation he bent backwards nearly to his feet and then felt another sensation. The Lizard's tail blade flew out to meet him but he grabbed it and tossed him further down the sewer.

Then he decided some webbing might stop it so he shot some webbing but the Lizard tore it apart with its claws.

"Why won't you fall down?" he asked before kicking him in the face.

The Lizard responded with a pounce at Peter landing on him and pinning him to the ground. He dug his claws into Peter's shoulder and said, "I have you now Ssssspider-man."

Then Peter kicked him off but grabbed his left shoulder, "Ouch you could really hurt someone with those things."

Then he all of a sudden grew strange spiky things from his body, "What the-"

He was cut off when Lizard dived at him but this time the spikes flew at Lizard and stabbed into him and landed in his mouth. The Lizard started to cough and hack blood up. But then it decided that this meal was too hard to get and ran down the opposite way. It left behind the lab coat though. Peter picked it up and saw something fall out. It was a wallet, and he picked it up and opened it.

He saw a picture of Martha Connors and Dr. Curtis Connors driving license, "Dr. Connors, his experiment."

He thought back to the lizard experiment, "Of course, he didn't calculate the possible side effects in a more complicated life form beforehand."

He put the walled in a slit in his symbiote suit. Then he leaped up the manhole, "Umm…Captain DeWolff, you might want to see this."

He dropped the wallet on her lap. She opened it and examined it then called over Sam, "Told you Sam, Spider-man could one day be a great officer."

"I was thinking more along the lines of a scientist," Peter replied, "But I am interested nonetheless."

"Good work," Captain DeWolff said, "We'll get him next time though, here's a number you can reach me by."

She handed him a phone number and he pocketed it, "Thanks Captain."

Then he shot a web and swung away from the scene a watch appeared on his hand and he said, "Oh yeah I need to meet Gwen's dad!"

Then he shot another web and changed direction towards the Stacey's house. Before landing in their yard he changed back to his normal clothes and walked up to the front door.

He rang the doorbell several times and waited outside. Then Gwen answered it, "Come on in Peter!"

She hugged him and grabbed his hand dragging him inside.

"Daddy meet Peter Parker he's my boyfriend," she said showing him Peter.

"It's a pleasure Peter Parker, I am George Stacey," he said, "I have heard a lot about you, please sit down."

Peter sat down on the couch, "It's great to meet you at last Mr. Stacey."

"Yes, I heard you take pictures for the Daily Bugle," Mr. Stacey replied, "That's a pretty good job for a boy your age."

"Yeah it pays okay when Mr. Jameson is being generous," Peter said, "But someone better than me is working there now."

"Ah that's always a downer," Mr. Stacey said, "Well let's go eat some dinner I'm starving."

All of them filed into the kitchen where Gwen was she said, "I made the meal its lasagna."

"Ever since your mom passed on you has been the expert chef," George Stacey said to his daughter, "I guess it runs on the other side of the family, as all I can cook is Eggo's."

Gwen and Peter laughed, then Gwen said, "Nah dad you can cook a mean omelet."

"That I can honey," he responded.

Then Peter said, "So how is working as a lawyer?"

"Hard job at times, when I have to defend someone who is truly a criminal that's when I have moral problems," he said, "Because I can't just say 'This guys is a crook.' Everyone deserves a fair chance, I in fact once took on the Shocker case because he hired me, he was sent to jail so no worries."

Peter sighed with relief as the three ate dinner. They played some card games after dinner that George and Gwen knew then Peter decided it was time to leave. When he walked out of the door he said, "Nice guy."

Then he shot a web and transformed into his black suit again. Taking off in a rush he swung past several buildings. He didn't notice he had passed Otto Octavius who was on a building, "Run little Spider run, you should enjoy the present from outer space before you become infected anyways."

Dr. Octavius scaled the side of the building leaving indented marks in the building. Peter kept swinging past and eventually reached his house. When he walked inside he found a note on the counter it stated.

'Peter I have gone to bed so I just wanted to say goodnight.'

It was then that Peter realized it was late. He looked at the clock in the room and ran upstairs.

At the Osborn estate Norman was looking at a mirror, "No one would suspect my genius is backed up. Octavius may have destroyed my labs but all of what I need is in here."

He slid the mirror to the side and saw a door he opened it and shut it behind him. The mirror slid back into place. Inside the room Norman went down a flight of stairs and saw the room, "My formula, the suit, and the glider all here."

He walked over to a large tank, "Only thing I need to worry about is what will happen to the chemicals when they are released in gas form."

Then he looked at the tanks, "Power isn't made without taking risks though! So I will take a risk."

He stepped in the tanks and reached for a strange pad with a button on it, "Super human is just a click away."

He pressed the button and a gas was released into the tank, it was then that he realized the door was opened to the tank and he passed out.

The gas seeped out of the tank and through the cracks of the door. It flooded through the mansion and Harry inhaled the gas in his sleep. Norman took the most within himself however.

His form on the ground became more muscular and the objects in the room had gas covering them. Every so often you could see the suit on the wall, and it was made of green chain mail, armor. And a skull mask with a black hat of some kind that was long and dark. Next to it was a black tattered shirt and a long sleeved black and green shirt that goes under the chain mail. There was a cloth textile armor that covered the tops of the sleeves. Then there was a pair of pants that was to go over the leg armor.

Nearby this was the glider.

Next Chapter: Goblin


	12. Goblin

Disclaimer: I do not own Spider-man or anything marvel related

Chapter 12: Goblin

The fallen Osborn awoke from his slumber he looked at his newly formed physique and arose from the ground. He looked down at his ripped clothes that were now ill fitting due to his gained bulk and said out loud, "It worked! It truly worked, now I can do what I want."

"I shall get revenge on my former compatriots and get what is rightful to me," he said looking at his hand, "But a master of his destiny must be garbed to induce fears in his foes."

He walked over to the skull mask and placed it over his head, "With the traitors technology I can do some real damage."

Then he starts putting on his costume when he walks up stairs he notices the gas is still lingering, "Oh damn it leaked!"

He runs through the hall and presses a button on it that says 'PURGE.'

The gas quickly disappears and he takes off his mask for a second, "Thank god I installed that, Glider."

Then a machine flies out of the room and lands next to him, "Good it works, it is voice activated to follow me."

He leaps on and floats into the air taking off…

Peter awoke in a cold sweat, "A nightmare, but I can't remember what it was about. Wait, I remember Flint, Dr. Octavius, and Gwen."

He sighed and rolled out of bed he noticed the clock said '4:34 a.m.' He looked at it, "Its too early to get up."

Then he realized that it was too late now sleeping became the past. He flipped up from the ground and walked out of the room. Then he saw it his basement door was open, "That's unusual."

He walked in and looked around, "Hello???"

He sees that Harry is in his basement, "Hey Peter, something weird happened."

"What Harry?" asked Peter trying to get it out of him.

"I think I'm a mutant dude," he looked at him, "Watch."

He walked over to a wall and tried walking up it. It didn't work.

"Ha, ha very funny Harry," Peter laughed.

"But I'm serious Pete," he was getting frustrated, "I did it earlier, there was this green gas in our house and I walked out on a wall."

"Right…" Peter said in a disbelieving tone, "Why don't you get some shut eye?"

He pointed at the couch; Harry looked up at him, and said "Oh you are probably right Pete."

He dozed off on the couch and Peter grinned then walked up stairs. When he arrived to the top of the stairs he realized he had homework he ran over to the front door and picked up his backpack. Then he started pulling out assignments and working on them.

He rolled down his sleeve there was a black splotch on his wrist. It was pulsating and glowing red occasionally, "The suit…"

He concentrated for a moment and it traveled up his arm creating a glove with webbing on it. He aimed at a wall and shot a black web. Then focused, the web disappeared.

He looked at a watch that formed on his arm, '7:08.'

Harry walked into the room, "Peter what's that black glove for?"

It quickly disappeared, "What are you talking about? Its time to go to school."

Then Aunt May walked in, "I normally have to get you up Peter, and you better go to school now."

Peter grabbed a muffin and took a bite out of it tossing another to Harry. Harry grabbed it graciously and started eating it. Mary Jane was outside and she was waiting by Harry's car, "Come on Pete, Harry, I can't drive."

Harry looked at her, "Hold on MJ."

He leaped into the driver side and Harry hopped into the back as MJ got in the shotgun seat. Harry revved the engine and took off. The ride rushed by as Peter thought he caught a glimpse of his old Professor in his new form.

A scaly tail trailed under a bridge that he saw him on. The car stopped Harry looked at MJ, "Ride's over."

She laughed and they all sat up out of the car. Flint was talking with Flash, and Kong until he saw Mary Jane. He walked over and said, "Hey can I tell you something in private?"

He glanced at Peter and Harry, Mary Jane responded, "Sure we are all friends here."

They walked off and started to get in a discussion. Harry looked over at Peter, "Let's go find Liz, and Gwen."

But before they could move Gwen and Liz ran over. Peter looked at Gwen, "Hey Gwen missed you."

"I missed you too Pete," she smiled.

In a prison off the coast of New York resided many of Peter's past felons he had defeated. Vulture, and Shocker sat in the same cell. Shocker looked at Vulture, "You find a way out yet genius?"

Vulture hissed, "If you could build those damn gloves we could get out easily."

Rhino called from across the hall he was chained with adamantium cuffs to a wall, "Quiet down ladies, why don't you get the little kid over their and his electric powers to bust you out. Oh yeah that's right they disabled that too!"

Max Dillon was in a rubber cell completely made of rubber and he had a strange wristband on. He sighed, "At least I am not an adult with the intelligence of a five year old chained to a wall. They should give you some cud to get you to shut up."

Beetle sat in his cell sans his armor he had brown hair and he was Hispanic. With dark black eyes, "I could escape if they let me into the shop. But last time I was bailed out."

"Bailed out…phht," Electro responded, "By Doctor Octavius we know you keep saying that. If he wanted to bail out anyone it would be Shocker or Vulture considering they worked with him."

Shocker was about to speak when the roof blew up, Norman floated into the room on his glider, "Dr. Schultz, Dr. Toomes."

"I see justice served you both," Norman laughed.

"Osborn?" Vulture asked.

"No call me Green Goblin," he said, "I have actual powers not some mechanical enhancement, but I have yours as well."

"You stole my harness and wings you bastard!" Vulture yelled at him.

"No I believe they are my wings and harness. By working for Oscorp your findings are mine, you might remember your gloves Dr. Schultz," he said, "It makes a great gun and sonar system."

"Damn you," Shocker said.

Norman cackled, "I see you have some friends here as well."

He glanced at Electro, and Rhino then didn't even acknowledge Beetle.

"Justice has been served so I guess Octavius is the only one I must humiliate," Norman said looking around.

He floated through the roof just as some guards came in. About forty feet above the facility Norman frowned under his skull mask, "How will I find you Otto?"

He felt a sharp pain in his head, "The gas…its toxic, overexposure…"

Realization struck him, "My life is ticking."

"Well I can get my last redemption in if I destroy Doctor Octavius," Goblin muttered, "I can draw him out with destruction."

He starts throwing bombs and unloading ammo on the city. Some shockwaves destroy a building and he continues on.

Under the city streets the beast was being awakened by the noise. The reptilian creature was cold blooded he needed warmth. Rising from a manhole the Lizard hissed at the flying menace. But a sensation of hunger struck the beast in a desperate way he needed fresh kills.

A human looked at him and screamed in terror. But the scream was silence as he was mauled to death. The Lizard raised his head from the victim blood dripped from his mouth, "More."

The hunger wasn't satisfied Lizard ran to find another victim.

Peter twiddled his thumbs at his desk he was bored. He had finished his science test already while everyone else was working on the 10th or 12th question. But the speakers on the school blared, "We have shocking news. But everyone must remain calm after I say this. A man riding some sort of machine is terrorizing the city; he is heading towards the school. As well as some sort of animal that is mauling people. We ask you to calmly evacuate the building. Thank you…"

He paused for a bit, "WE ARE ALL GONNA DIE!"

Everyone started screaming and going nuts as they took off. Peter thought, 'I have to help everyone this has to stop.'

He looks at Gwen she nods.

Peter hops out the window as no one else notices his street clothes turn into the symbiote suit. Then shooting a web he started to swing away from the school and towards where the noises were coming from.

Peter saw way ahead of him with enhanced vision the suit gave him that Lizard was taking off in a different direction then Goblin. Peter had to make a choice the maniac on the glider or his old professor. He decided to deal with the evil he didn't know rather than the evil he did.

The man with the skull mask floated in. Peter got a spine tingling sensation from this thing out of nightmares. Spider-man trembled a bit from his perch on the wall and stammered, "Wh-h-ho are you?"

"Just call me Green Goblin Spider," his voice was familiar yet creepy at the same time.

Then an outside forced urged him he was filled with power from his suit again, "Why are you killing innocent people for no reason."

"Oh…he has met him hasn't he?" Green Goblin muttered to himself, "Yes, yes, he has in fact Parker knows him from before."

"What are you muttering Green Punisher?" Spider-man replied.

"It doesn't concern him," he muttered again, "He can bring us Otto."

"Why are you arguing with your self?" Spider-man persisted.

"I guess you will have to find out," the voice cackled.

Several blasts from the gliders mouth shot shock waves at Spider-man as his spider sense went off and he dived out of the way. Peter looked, "Hey I recognize that! That isn't you under there Herman is it?"

"Anything but!" he started tossing bombs at Spider-man but Spider-man webbed them and swung them back letting go of the webs.

The two bombs exploded releasing flames. Then Green Goblin raised his hand and to flaming skulls flew from the inferno bashing into the wall beside Spider-man. Then the harsh voice said, "Come with me and save the trouble of taking you."

Then Peter laughed, "The skull gag is cute, do you idolize Ghost Rider?"

"I was ready for your babble," Green Goblin said as some metal feathers started firing from the glider.

"Hey this seems familiar," Spider-man said to himself as he leaped above the feathers and webbed the glider swinging around it. But again big mistake Green Goblin kicked the after burners and it sent him for a wild ride shooting straight into the air. Spider-man let go crashing into a building.

Then a metallic object that was familiar to him grabbed him by the arm and tossed him towards a skyscraper. Quickly Peter saved himself with a web and landed on the building safely, "Dr. Octavius? I thought doing stuff was below you, all you like to do is mess with my mind."

"Silence he is who we are after, if you would come quietly you would do us both a favor," Green Goblin stated motioning his hand towards himself.

"So you are saying you are going to kill him but you have to kidnap me?" Peter asked.

"Yes…" he said.

"Fat chance," Peter said delivering a flying kick to Green Goblin's face. Falling from the glider as his mask fell off Green Goblin yelled, "Glider!"

The glider flew down to him and he landed on it. He caught the mask before Peter could see his face. Then kicking on the after burner again Green Goblin rammed Peter into a building. After flying through a window he noticed he had disappeared, "Echolocation."

The glider sent out a shriek like noise. Peter whom was hiding in a cubicle felt his spider sense fail then silently started to panic. Green Goblin examined the back of the bat head on his glider. A screen stuck out on it with a radar system. The entire room was in a blue-white tint on the screen but from above. He could see Peter in a cubicle to his left. Then he unsheathed a green and black collapsible sword from his belt. Completely lengthening it he slashes through the cubicle wall sending debris everywhere. Then he yelled, "You can't hide from me!"

Peter rolled across the floor. Then leaped out a window he was having trouble sticking to the wall outside and started to slide down it. Before he hit the floor he shot a web saving him from immediate death. Then dropping to the ground feeling exhausted. A voice from the side in fact it was Eddie Brock started cheering him on, "Feeling defeated arachnid? Love the suit man all it can do is make you suck more."

A couple camera clicks started up. Peter raised himself from the ground as Green Goblin landed next to them and said, "Give up Spider-man."

Peter started breathing heavily and felt adrenaline rushing as he rose completely from the ground and started to seethe with anger. Then a monstrous voice roared, "NEVER!!!"

He transformed into a beast with long fangs and a tongue that dripped saliva. Tendrils rose from his back and his white spider logo became large and distorted. He then smacked Eddie across the chest making him fly into a bench. He started to take more pictures as soon as he recovered. Green Goblin looked up at his form. From being about six inches shorter than him to about two feet taller than him the beast was menacing.

"I wasn't expecting this sort of turn of events," Green Goblin replied, "I can still beat that though."

He raised a gauntlet and it started to shoot flames as that he guided towards Spider-man. With each shot it weakened him. But from within Peter found himself urging the beast to attack. A tendril struck Green Goblin across the face. The skull mask was knocked off yet again. This time he got a good look. The beast stopped reverting to Spider-man, "Mr. Osborne?"

Norman Osborne's face was revealed to Peter it was scolding him just by looking, "You shouldn't have done that. I left your true identity alone. As you should leave mine Peter Parker."

Eddie managed not to hear this as at the same time he said this the police yelled to open fire. A barrage of bullets started to fly at them. Norman took multiple bullets to the chest as Peter simply dodged. He fell to the ground and bled all over the place.

"Mr. Osborn?" Peter leaned over. A hand grabbed his throat and started to strangle him, "You see I am much more durable than you would know Spider-boy. I figured out your identity on my free time, security tapes…"

"I know you, I know your Aunt, I know your girlfriend, I know your friends, I know your secrets, I would even be willing to sacrifice Harry to get you to obey me and let me use you as bait for Octavius," Norman said harshly, "Do you understand boy?"

Peter stared at him with fear in his eyes and didn't say a word.

"Well?" Norman asked.

Peter finally let it out, "Yes sir…"

Norman looked at him, "Good, now come with me!"

Norman grabbed jumped onto the glider and beckoned Peter to follow him. The glider took off into the air towards a tall building and Peter had no choice but to follow. He shot a web to a building and leaped off the ground swinging after him. They soon arrived at a ledge on a building with a flagpole.

Norman looked at Peter, "Hang yourself by your arms from the flagpole with your webs."

Peter hesitated then complied to do so. He looked back to Norman then Norman said, "Drop yourself below it."

He then unsheathed the sword attaching a microphone to his shirt his voice became pronounced and projected from the glider, which floated above the street, "If Dr. Otto Octavius doesn't come to this spot I will cut the beloved Arachnid of yours and drop him to the streets below!"

Norman waited around for about an hour or so until he heard a voice, "I am here Norman."

He looked up to see Dr. Otto Octavius hanging from the building using his arms. Norman stared at the arms; "Those arms are quite magnificent that's why I used it on my glider."

Dr. Octavius laughed, "Your glider is pathetic."

"Is that so?" Norman laughed.

"Killing Parker would be a big mistake Norman," Dr. Octavius said looking down at him.

"Would it really Octavius, the only real reason he is here is to draw you in," said Norman, "I know your past Otto."

"That doesn't matter right now, he is not ready to know of it," replied Otto.

One of his arms rose up and morphed into a flamethrower it started to shoot flames at Norman.

"I didn't know you made that many enhancements!" Norman said stopping the flames and throwing them back.

Otto disappeared and reappeared behind Norman, "You have no idea."

He clocked him across the face then whipped him off the building with an arm. Norman fell towards the earth, "Watch this trick Norman!"

Peter looked over to Otto as he connected his arm to the glider and the glider stopped working all together. Norman continued to fall until Otto appeared beneath him grabbing him with an arm and appearing near Peter. He set Norman down on the ledge, "If it weren't for me you would be dead Norman."

Norman stared at him, "Hmm…looks as though."

Then he whipped out his sword clanging against an arm. Another arm flew out from Otto's side shooting a dagger out of it and hitting the sword away. Then it constricted Norman and held it to his throat. Otto grinned, "Give up Norman, you will lose."

"Never!" Norman yelled flexing then pulling his arms apart freeing himself from the arms and flipping over Otto landing behind him.

He then pulled out a bomb placing it on the harness. Otto laughed, "My technology is far beyond dieing upon a bomb."

The bomb was ejected off the harness and exploded in mid-air above the streets. Otto then scaled the building going upwards and Norman was leaping after him. Peter stared up flipping over the flagpole and landing on it. Then flexing it to launch his body off of it striking Norman in the back tackling him into the building flipping him over and tossing him at Otto. Dr. Octavius grabbed Norman with an arm and slammed him on the rooftop. Just as Peter latched on to the edge of the building climbing up, Otto was looking at Norman's unconscious body.

Peter looked with awe and was about to speak to Otto but Otto waved him away, "This is the last time I save you, next time you confront Norman use your brain."

He disappeared with a green flash and Peter stood there, "His past…"

Then he remember Dr. Connors, he picked up Norman then flipped down the building and slung a web arriving at the officers with Norman's unconscious body. Peter handed him over, "Now where's the Lizard creature."

The officer said a road and an address and realization struck Peter it was Gwen's house!

He shot a web traveling at the fastest speed he could go with being aware of his surroundings. He continued swinging without looking back or down until finally he knew where he was. The officers were standing outside the building and there was Captain DeWolff. He looked at her, "Where's Dr. Connors?"

Captain DeWolff said, "Within the building, we haven't gone inside because every time we do an officer is killed, we have tried it twice we are working on a tactical way of entering the building, it appears you are it Spider-man."

Spider-man stared at her, "Fine what do I need to do."

She handed him a needle with fluids in it, "There is enough for one shot we need you to cure Dr. Connors by shooting him with this needle anywhere."

"Easy enough," Peter mumbled leaping over the officer's barricade and hopping into the house.

The house was pitch black and water was flowing across the ground it glowed when the moon shone on it. Peter crouched down to the water and listened to a trickling noise, due to his now enhanced senses he located where it was. He swiftly carried himself through the water without making any noise and saw that the sink was broken. The metal appeared to be torn off by claws or teeth of some sort. The water was spurting everywhere. Peter screamed with agony as a sharp pain struck his back.

"Sssso good to sssee you arachnid," the hissing voice came.

He gawked a bit as his blood discolored the water his feet were wading in then he lifted his leg up behind him kicking Lizard in the face freeing himself from his grip. Then he punched Lizard in the jaw knocking him back down into the water, "Damn it."

Lizard was nowhere to be seen a thought pounded in Peter's head the Doctor held attributes of a Lizard so he might have a form of camouflage. But just when it struck him he felt a whip strike him launching him through a wall. Then he rubbed his head and saw the Lizard standing before him, "I have been waiting for thissss."

Then Peter threw the needle it hit Lizard on the arm then he leaped onto his chest knocking him over. Finally he stomped on the needle making an extremely excruciating experience for Connors as he started to revert to his normal self. The Lizard bubbled up and started to make cracking noises as his bones started to bend and rearrange themselves. A horrid smell filled Peter's nose as he turned away from this happening.

He looked down to see an unconscious Dr. Connors. Peter wiped his mouth and stepped over him. Wading through the water until he arrived at Gwen's room he opened the door of the room and vomited. Gwen's mangled body lay across her bed her hair shredded and laid all over the room. Her intestines sprayed across the room, and her heart was ripped out and floated in the putrid water. Some chewed bones stuck out of her bed and blood tricking into the water. She was unrecognizable for her brain was exposed.

Peter started to cry and scream as he tried to comprehend what was happening. No more Gwen, no more love of his life. She was gone, dead with barely even a body to bury. Then apprehension filled Peter's head, Dr. Connors killed her. He kicked through the wall walking into the room where Dr. Connors was just gaining consciousness he looked up at him, "Thanks for helping me Spi-"

Peter leaped upon him beating the living pulp right out of Dr. Connors. Teeth dropping into the water as Peter punched him and his screams of protest filled Peter's ears of which he ignored screams like, "Forgive me!"

"Stop please!"

"I don't deserve this punishment!"

Peter dove in for another punch as blood spilled from Curt's mouth. Tears filled Dr. Connors eyes until they couldn't anymore as they dried up. All he could do was look weakly and take a beating he couldn't even talk anymore.

Peter kept pounding on him until Captain DeWolff walked in through the door and attempted to pull him off. He turned and punched her as she fell backwards into the water. It was then he had finally realized rage had gotten the better of him and he cried again, "SHE'S DEAD!"

Next Chapter: Black Morning


	13. Black Morning

Disclaimer: I do not own Spider-man or anything marvel related

Chapter 13: Black Morning

The next morning Peter awoke with horrible nightmares on top of his bed, he had a cold sweat. Then realization struck Peter Gwen was dead, tears drained from his eyes dropping onto the pillow. He didn't even want to get up that day.

Aunt May walked into the room and sat on the end of the bed, "Peter…I can understand why you wouldn't want to go to school you shouldn't have to go for a while, it is a heartache."

Peter didn't talk as more tears poured out from his eyes, Aunt May patted his leg, "I know Peter, I'm sorry I have to go to work but I do."

She left the room looking sad but not expressing it thoroughly. Her steps trailed off down the stairs leaving Peter behind. Peter lay in bed crying for a while until he knew what he had to do. He did a horrible thing to Dr. Connors and he was hospitalized. Peter got up from the bed and the black suit morphed onto him. He snuck out the window and started to swing towards the hospital. The thoughts of last night still lingering in his mind each web shot gave him another second to think about his actions, and Gwen.

It helped him cope but it wouldn't heal the wound for Peter. As Peter swung in he landed near the hospital emergency entrance morphing into his regular clothes and walking in through the front door. He walked over to the front desk, "H-hi, I-I'm here to see Curtis Connors, my name's Peter Parker a student of his."

"Yes of course," said the Nurse, "Let a Peter Parker through."

The doors to the Emergency room opened and Peter walked through the door. He saw Dr. Connors was bandaged all over his body especially on certain parts of his face, his mouth was open and his eyes were visible. He had many bruises and cuts in the visible parts of his body; they were minor of course though. Peter noticed one different thing about him he had two arms. Peter saw this and said, "Hey Doctor Connors, I wanted to drop by for a visit."

"You should be at school Peter," said Dr. Connors weakly, "I'm sure Stromm has a lot to teach you."

He then proceeded to cough a bit. Peter looked down at him, "I couldn't bare to go to school, because of what happened last night."

"I suppose Parker," said Curt, "But how did you know I was hurt?"

Peter looked around to make sure no one was watching. Then he unbuttoned his shirt and turned his back to Dr. Connors lowering it. There were three large claw marks in it, Dr. Connors eyes became huge and the whites were clearly visible, "You're him, Spider-man!"

Peter put the shirt back on and crouched down by the bed, "I came to apologize, I was mad with rage because Gwen was dead…I blamed it on you I am sorry."

"It was my fault though Peter," said Dr. Connors, "I took the serum without any precautions, the death will always be on my head, I suppose that's the second reason why I will be taking a break from teaching aside from my unfortunate beating…"

"I am truly sorry Dr. Connors," said Peter.

"You earned my respect Peter, you cured me, call me Curt," said Dr. Connors with a smile.

"Well, Curt I don't know what has gotten into me lately but I have been easy to anger," said Peter.

"When did you get your black suit?" asked Dr. Connors.

"What are you implying?" asked Peter.

"I guess a better question would be how then," said Dr. Connors correcting himself.

"I found it on a rock from outer space," said Peter.

"I don't suppose it's an organic life form…" said Dr. Connors trailing off, "Is it?"

"It appears to be," Peter said.

"Well I would ask for a sample but I have no lab here to test it," said Dr. Connors, "I would suggest getting rid of it."

"But everything has been so much easier with it," argued Peter.

"If you believe so," finished Curt.

Then Peter looked at him, "I should take off."

He walked away from Curt's bed leaving him behind but Curt said after him, "Thanks for the visit."

Peter continued walking away from him and rushed out the exit. He then turned a corner and transformed into his black suit while doing so and swinging towards home. But Peter spotted something on top of a building. A man with a target on his forehead with a trench coat, jet-black spiked hair and five o' clock shadow as drawing a gun. He was well built and had a broad jaw. In the other hand he drew a knife, across from him stood a man dressed in red and black body armor and a mask. He was loaded to the teeth with every kind of weapon you could use and two swords.

Peter leaped down to the ledge of the building and stared. The man in red and black said, "Was it really that smart of an idea to paint a target on your head Bullseye? If you think about it you drew a target on your head! Get it? No?"

Bullseye yelled, "Shut up Deadpool!"

He threw the knife, which hit in between Deadpool's eyes then he crossed his eyes and said, "We want a pitcher not a belly itcher!"

"Are you ever quiet!" Bullseye screamed while he shot three bullets into Deadpool's heart.

Then Deadpool said, "If the knife goes between my eyes and I'm not killed do you think the bullets in my heart will?"

Peter looked at the fight deciding who was good and who was bad. Deadpool kept standing there after Bullseye loaded all his ammo into him, "You quite done yet Bullshit?"

Bullseye had no more knives or bullets to lodge into Deadpool and then Deadpool laughed, "My turn!"

He threw his sword into Bullseye it landed in his forehead, "I told you, you drew a target on your head! Send that one to the fat bald baby in Fisk Towers."

He then spat into Bullseye's eye, finally noticing Spider-man, "I've always wanted to see a walking talking spider but this is ridiculous."

Peter stared blankly, "You are after Kingpin?"

Deadpool glanced, "I guess I can tell you, one crazy person to another."

Then Deadpool removed his mask his face was gnarled and scabbed up, still bleeding a bit he also had no hair. His eyes peered out of the disfigured mess of a face he had. Peter covered his eyes and Deadpool said, "Yeah it's gruesome isn't it?"

Then he put on the mask, "Little Bill up there in Fisk Enterprises did it to me, he used me as an assassin and when he didn't need me anymore he attempted to kill me. A bomb got near my face and I became disfigured."

By now all of the bullets and the knife was pushed out of his body. Peter looked at him, "But how did you survive this?"

"Luckily a latent mutant power showed it's ugly ass and healed my worst problems, it never healed my face for some reason," said Deadpool, "So hideyho Spidey!"

Then Deadpool disappeared in a green flash. Peter leaped off the building and shot a web, "What a weird guy."

He suddenly was reminded of what he did to Connors after seeing the face and felt sad again. This soon reminded him that Gwen was no more; he would be living without her until he died.

A week later…

Peter had been going to school but he distanced himself from his friends, in fact alienating himself completely. He knew this wasn't a good way to heal the wounds but he wanted to think over what he had done, the mistakes he made and the fact that if he wasn't Spider-man he wouldn't have to deal with the inner turmoil.

He was laying in bed staring at the ceiling and he glanced over to the door as he heard it open Aunt May stood there dressed in black mourning clothes, "Peter…today is the funeral so you better get dressed."

Peter said, "I know."

He had said this coldly causing Aunt May to leave the room. He had never really wanted to hurt the feelings of those around him it was just that things would never be the same for him. When she left the room a veil of cold had drawn itself over Peter. The sudden freezing temperature in his body got him out of bed. The warmth returned but he didn't feel warm, he grabbed his clothes he had gotten for the funeral.

It was an old suit of Uncle Ben's this had only reminded him more of the mistakes he made. But he had put it on anyways, Peter walked out from his room accepting what had to be done. He knew that Gwen would be brave if the same happened when he arrived at the bottom of the stairs Aunt May was waiting for him. She led him out to the car in the driveway getting in the driver's seat. Peter arrived at the passenger's side but he instead looked at the sky, it was downcast gray clouds ominous clouds covered the sun blocking it out. But rays peeked in through the clouds, shining slightly on the car. But the clouds moved blocking out the rest of the sun.

When he sat down Aunt May said, "Looks like rain…"

Peter sighed, and didn't say anything. Aunt May started up the car preparing for the silent trip ahead of them. The car scooted along the road sputtering and coughing. But besides that the roads were actually moving quite fast. Aunt May was the only one who had ever said anything the whole trip over Peter had stayed silent throughout the entire venture on the road.

Aunt May occasionally would grab Peter's hand or give him reassuring words. Which were usually acknowledged in stillness. Until they had finally arrived at the funeral, he recognized George Stacey immediately he had a sullen look about he that was a vast difference from his old happy inviting demeanor. He saw May and Peter, Aunt May walked over to him and said, "I am so sorry about your daughter Mr. Stacey."

He still looked upset but he replied, "Well, we all have to go some time, but please call me George."

"Fine," Aunt May said, "I am so sorry about the whole thing, it is such a horrible way to die…"

"It is hard not being able to recognize your own daughter," said George.

Peter walked away from the conversation then he saw Harry, Liz, MJ, and Flint as well. He walked over to them and said very meekly, "Hey guys."

"Hey Peter," said Harry, "I'm sorry about the whole thing…"

"There's no need to be sorry it wasn't your fault," said Peter.

Then he noticed everyone was gathering around the coffin he approached standing near it as Mr. Stacey and Aunt May rejoined him. The two stared at the coffin Peter looked at it and noticed a small bloody stain on the side of the coffin. He gagged a bit but he couldn't listen to the sermon, what people were saying about Gwen, he was getting horrible images of her bloodied and broken body sitting in her room. The man he once respected killed her, and he beat him. He realized the choice he made…if it were reversed could have ended up with Gwen's life being spared. Nobody would be sad George Stacey wouldn't be on the verge of breaking down. He wouldn't be in a complete state of depression.

Peter gazed as it was lowered into the whole, the sermon had ended he hadn't heard a word because he was dwelling on the past. Tears started to well up within his eyes but he wiped them away. Gwen wasn't the only one who had been bloodied and broken he had finally decided. Neither he nor Mr. Stacey would ever be the same way again. Aunt May looked over to Peter, "Peter will you be going to the reception?"

"I'll stay here," he said bleakly, "Just for a little while May you go ahead…"

She was a bit taken aback that he didn't refer to her as his Aunt but she decided this was a huge change in Peter's life as was Uncle Ben dying in both of theirs. She left without another word.

Harry started walking over to Peter but Liz stopped him, "He needs to be alone."

She had Harry come with her as she took off towards the reception. Peter sat there alone with his thoughts while George Stacey started helping with burying the coffin. Peter decided he had to do something to help so he picked up a shovel and helped George. Neither of them said a single word during the whole act. Both of them saw it as a way of honoring her, and being free of any pain.

Peter felt a whole lot better afterwards but he still felt pain deep within him. George Stacey left the scene he wasn't heading towards the reception however he had walked over to other graves. Peter decided to leave him alone and he walked towards the reception hall. He saw a dumpster and noticed some movement behind it. Immediately questions started to pop in his head like who is behind the dumpster? Why are they behind it?

When Peter arrived to the side of it and walked out to where the person could see him. What he saw had shaken the inner being of him. He thought he was going to go off the deep end, Flint was embracing Mary Jane and they were making out. Peter had realized something he had never realized before which had made him even worse inside. He loved Mary Jane, but what was even worse is they dishonored Gwen's funeral by making out after the funeral.

Flint and Mary Jane had turned, the expressions on their faces showed they didn't think anyone would know about it. Peter gained a rage within him much stronger than any he had experienced before. He grabbed Flint by the neck and started to choke him raising him above the dumpster against the wall, "You…both would do this…atrocity after Gwen's funeral!"

He punched Flint in the gut and Flint uttered some words, "MJ just go away don't tell anyone what's going on back here…I'll be fine."

She ran around the corner, and Peter glared into Flint's eyes, "You…I can't believe you!"

"Peter snap out of this!" said Flint, "You would never act like this normally!"

He punched into his gut again this time sand was around his hand which solidified and his hand was stuck within Flint's stomach, "Peter ever since you've gotten that suit you were making rash decisions becoming angry for no reason."

"Excuses!" Peter yelled into his face as he wrenched his fist out showering sand on himself.

Flint frowned, "I didn't really want to have to fight you to get rid of the suit but I guess I will have to…"

He turned into sand sliding out of his hand and reformed next to him. Peter could barely react as his spider sense blared and a sandy fist clocked him across the face. Peter fell to the ground but flipped up as the black suit formed onto his body. Flint turned into a sand storm making Peter fly into the air they arrived at the roof of a building. Peter yelled at him, "I was never right to trust you Flint!"

Flint replied calmly, "Snap out of it Peter we need to get that thing off of you!"

His whole body turned to sand and he started rapidly punching Peter but each punch was blocked with an open palm disintegrating the sand, or webbed dissipating the sand in each fist. But when Flint slowed down a bit Peter kicked him in the chest knocking him down to the roof and turning him into a small pile of sand, Flint started to reform into his sand form again, "See Peter, ever since that monster attached to you, you have become ruthless beating Dr. Connors into a pulp and almost killing him, attacking me without any real reason!"

Peter just screamed at him going into a rage kicking and punching the pile of sand that was trying to reform keeping him from returning. But the sand slithered away onto the roof edge and turning into Flint who looked at Peter "If this is how it's going to be Pete I'm not helping you anymore, in fact I'm against you, if I see you again I will stop you."

He turned into a sand cloud floating away in the wind, Peter dropped to his knees looking at the sand that was scattered around the roof he couldn't show his face at the reception…until he realized what he needed to do.

He shot a web at a building and started to swing. The loud horns from the streets below indicated he needed silence…a refuge so he could think everything that happened over. He saw a Church, he knew the quiet he needed was within the Church. He landed on the bell tower and crawled inside sitting down against a column holding up the roof of the bell tower, Peter thought things over he probably lost two of his friends by what he did, Flint and MJ.

But the more he thought about what he did the more he realized it wasn't something that Peter would do, this was more likely someone a creep like Dr. Octavius or Norman Osborne would do in the situation. He tried to think back…sound seemed to weaken the symbiote. He glanced at the bell and thought to himself.

He walked over to it and tapped it the slight high pitched ringing gave him a head ache but also seemed to weaken him. So then he gave it a push and waited until the bell rang and he fell onto his fours. He was feeling a migraine and his whole body ached, he could see the red and blue suit on his hand but the suit itself became angry he felt it. It was holding onto dear life trying to beat all the efforts out of Peter, just like the clouds blocking the sun taking away the efforts of it. Peter grabbed a weak point of the suit and started to rip at it, he screamed in pain and started throwing pieces aside. But they kept trying to come back, so he started to throw them off the bell tower assuming the fall would kill the pieces.

The agony of it was horrible but he had to persevere like the sun, but his light wouldn't be blacked out by the symbiote. Then with the last of his might his arm struggled and he pulled he felt relief. The largest piece was ripped off and tossed off the tower. He stood there in his red suit. His web shooters were strapped to his wrists again it felt like an evil that had been there all his life removed. The anger he felt the amplified pain was gone knowing the cause of his decent into darkness was gone made him finally cheerful.

He shot a web at the roof of the bell tower and slid down the thread landing on the floor beneath him. A Priest looked at him smiling, "Hello Spider-man have you found what you were looking for?"

"I did," said Peter.

"Ah, my name is Eric Brooks Mr. Parker," said the Priest, "You wouldn't believe who I see here…but I see the darkness that reigned upon you is gone."

"Darkness?" Peter was wondering how he knew.

"When you garbed yourself in black you seemed to change," said the Priest, "You are one of the only true heroes left around here I am afraid."

He noticed a necklace of garlic cloves but thought nothing of it, "Thank you sir…"

"No…thank you Peter," said the Priest turning back to the scripture and reading it, "Fighting evil is something left to the best of us…"

Peter didn't question the strange behavior of the Priest as he left the building. The Priest smiled as he left through the doors revealing his sharp pointed teeth.

Eddie Brock sat on a bench in Central Park he was very angry to the point of having destroyed some property, the employees at the bugle had found out some of Eddie's pictures were frauds. That he had made some of them so he was left without a job while Peter Parker got his. He was mad at the Daily Bugle, but in particular Peter Parker for stealing a job that should have been his.

A child walked by him and said, "What's wrong mister?"

Eddie said crudely, "Shut up you stupid brat!"

The kid started to cry and ran over to his mom. Eddie then heard a voice, 'You are angry at Parker too?'

"Who said that?" asked Eddie.

'No one said it Eddie it's your thoughts,' said the voice again, 'I am speaking through your thoughts.'

Eddie didn't respond he had thought he was going insane but the voice said, 'Do you want to make them pay?'

"More than anything," he muttered.

'Then we need to join together Eddie, our minds must merge, you will gain the power and you will know Parker's biggest secret,' said the voice.

"Fine!" said Eddie he was ready to do anything to hurt Parker.

But truly had he left the thoughts alone he would have eventually gotten over this whole thing, but the symbiote's intervention would leave him much eviler than before…

The black substance attached to his arm and started to overtake him. Eddie laughed cruelly as it kept covering him he was gaining power he never had before…


End file.
